TCR_Public/030307.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 7, 2003, Vol. 7, No. 47    

                          Headlines

21ST CENTURY HLDNG: Board of Directors Raises Dividend by 16.5%
ALARIS MEDICAL: Narrows Net Capital Deficit to $32MM at Dec. 31
AMERCO: Enters into Forbearance Pact with Royal Bank of Canada
AMERICAN TRANS: February Revenue Passenger Miles Jumps Up 16.8%
AMPEX CORP: Dec. 31 Balance Sheet Insolvency Balloons to $148MM

ANC RENTAL: Asks Court to Clear Chrysler Financing Agreement
BUDGET GROUP: Committee Hires Covington & Burling as Counsel
CAMBRIAN COMMS: Selling Substantially All Assets for $7.3 Mill.  
CASELLA WASTE: Enters Pact to Acquire Hardwick Sanitary Landfill
CASELLA WASTE: Posts $1.6MM Net Loss on $95MM Revenue for Q3

CHAMPIONLYTE PRODUCTS: Initiates a Comprehensive Restructuring
CNH GLOBAL: S&P Affirms BB Corp. Credit Rating & Stable Outlook
CONSECO FINANCE: Flowers Group Bids $700M for Bulk of Assets
CONSECO FINANCE: GE Consumer Finance Bids $310M for Mill Creek
CONSECO FINANCE: Court Okays Greenberg as Committee's Co-Counsel

CONSECO INC: TOPrS Committee Signs-Up Raymond James as Advisor
CORNING INC: Continues Expansion of LCD Glass Facility in Taiwan
DDI CORP: Appoints John Stumpf as Chief Financial Officer
DELTA AIR LINES: February 2003 Traffic Slides-Down 1.1%
DELTA MILLS: Launches "Modified Dutch Auction" Note Tender Offer

DEVON MOBILE: Completes Private Sales of 72 Wireless Towers
DIAMOND ENTERTAINMENT: Balmore S.A. Discloses 9.9% Equity Stake
DICE INC: Gets Court Nod to Hire Ordinary Course Professionals
DIVINE INC: Brings-in Latham & Watkins as Bankruptcy Counsel
DOBSON COMMS: Fourth Quarter 2002 Results Show Strong Growth

EKNOWLEDGE GROUP: Arranges Interim Financing with Amara Group
ENCOMPASS SERVICES: Files Joint Plan and Disclosure Statement
ENCOMPASS SERVICES: Committee Hires Chanin Capital as Advisors
ENRON: Examiner Concludes SPEs Can & Should Be Challenged
ENRON CORP: Sues Whitewing, et al., to Recover Preferences

EOTT ENERGY: Wins Approval to Assume Amended TST Lease Agreement
FACTORY 2-U STORES: February Sales Tumble 15.2% to $28.8 Million
FIRST CONSUMERS: S&P Keeps Lowered Transaction Ratings on Watch
GATEWAY INC: Undertakes Business and Cost-Reduction Plans
GENTEK INC: Ingalls & Snyder LLC Discloses 3.1% Equity Stake

GENZYME BIOSURGERY: Dec. 31 Working Capital Deficit Tops $282MM
GLOBAL CROSSING: Exceeds Financial Targets in December 2002
GXS CORP: S&P Assigns B+ Rating to Planned $175M Sr. Sec. Notes
HEALTHSOUTH CORP: S&P Lowers Corp. Credit Rating to BB- from BB
INTEGRATED HEALTH: Files 1st Amended Disclosure Statement & Plan

K & F INDUSTRIES: Completes Exchange Offer for 9-5/8% Notes
KAISER ALUMINUM: Wants Nod for 4th Amendment to DIP Financing
KEY3MEDIA: Taps Howrey Simon as Insurance Litigation Counsel
KMART CORP: Court Allows Payment of $15MM Plan Investment Fees
KNITWORK PRODUCTIONS: Signs-Up Garfunkel Wild as General Counsel

LTV CORP: Secures Wind-Down and Superpriority Claim Approval
MARTIN INDUSTRIES: Consummates Asset Sale to Monessen for $3.7MM
MASSMUTUAL/DARBY: Fitch Downgrades Class B Notes to B+ from BBB-
MERRILL LYNCH MORTGAGE: Fitch Rates Class B-5 Certificate at B+
MICRO COMPONENT: Dec. 31 Balance Sheet Upside-Down by $6 Million

MITEC TELECOM: Initiates Restructuring of Swedish Subsidiary
MOORE NORTH AMERICA: S&P Assigns BB+ to Proposed $850MM Facility
NEENAH FOUNDRY: S&P Concerned about Company's Limited Liquidity
NORTHWEST AIRLINES: Flies 5.1BB Revenue Passenger Miles in Feb.
NTELOS INC: Receives Court Approval of "First Day Motions"

NUTRITIONAL SOURCING: Brings-In Milbank Tweed as Special Counsel
OAKWOOD HOMES: Court Establishes March 17, 2003 Claims Bar Date
OMEGA HEALTHCARE: S&P Revise B Credit Rating Outlook to Stable
OVERSEAS SHIPHOLDING: S&P Affirms & Assigns Low-B Debt Ratings
OWENS CORNING: Completes Atlanta Facility Sale to Alcoa Home

PEREGRINE: Committee Taps Milbank Tweed as Special Tax Counsel
PINNACLE ENTERTAINMENT: S&P Rates $225M Sr. Sec. Bank Loan at B+
PLAYBOY ENTERPRISES: Offering $110-Million Senior Secured Notes
PLAYBOY ENTERPRISES: S&P Assigns B Corporate Credit Rating
PMA CAPITAL: Moody's Hatchets Long-Term Debt Ratings to Ba1

PRIVATE BUSINESS: Narrows Dec. 31 Net Capital Deficit to $6 Mil.
PROVIDENT FIN'L: S&P Cuts Counterparty Credit Ratings to BB+/B
RAILAMERICA INC: Reports Weaker Fin'l Results for Fourth Quarter
ROGERS COMMS: Leverage Concerns Prompt S&P to Revise Outlook
ROWECOM: Executes Pacts to Sell US Assets to EBSCO Industries

SAKS INC: February 2003 Comparable Store Sales Decline 4.1%
SATCON TECHNOLOGY: Expands Supplier Pact with Leading Chip Maker
SBC COMMS: California ISPs Call on PUC to Stop New SBC Fees
SEDONA CORP: Appoints Victoria V. Looney to Board of Directors
SYSTEMONE TECHNOLOGIES: Extends Hansa Loan Pact to May 30, 2005

TEXAS COMMERCIAL ENERGY: Files Chapter 11 Petition in S.D. Texas
TEXAS COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
TRANSCARE: Taps Jackson Lewis as Employment Litigation Counsel
TRIANGLE INDUSTRIES: All Proofs of Claim Due by May 8, 2003
TRINITY INDUSTRIES: Narrows Fourth Quarter Net Loss to $11 Mill.

TYCO INT'L: Names Robert Ott & Richard Baran to 2 Key Positions
UNIROYAL TECH: Retirees Committee Hires Ferry Joseph as Counsel
UNITED AIRLINES: Air Wisconsin Demands Prompt Decision on Pacts
US AIRWAYS: Revenue Passenger Miles Drop 15.8% in February 2003
WHEELING-PITTSBURGH: Settles Claims Dispute with Interstate Gas

WORLDCOM: Taxpayer Group Urges SEC Chairman to Reconsider Action

BOOK REVIEW: PANIC ON WALL STREET: A History Of America's
             Financial Disasters

                          *********

21ST CENTURY HLDNG: Board of Directors Raises Dividend by 16.5%
---------------------------------------------------------------
The Board of Directors of 21st Century Holding Company
(Nasdaq:TCHC), a vertically integrated financial services
holding company, are raising the Company's dividend 16.5% from
$.06 per share to $.07 per share payable on June 2, 2003 to
shareholders of record as of May 5, 2003.

Chairman and CEO, Edward J. Lawson, said, "The Board took this
action to demonstrate the increasing profitability of 21st
Century Holding Company and reward our shareholders. This is the
third consecutive quarter where the dividend has been increased
and as 21st Century Holding Company continues to increase its
profitability, you can expect further dividend action will be
taken."

21st Century Holding Company manages its insurance underwriting,
distribution and claims process through its subsidiaries.

     --  The Company's wholly owned subsidiaries, Federated
National Insurance Company and American Vehicle Insurance
Company, underwrite standard and non-standard personal
automobile insurance in the state of Florida. Federated National
also has authority to underwrite flood insurance, mobile home
insurance, and homeowners property and casualty insurance in the
state of Florida.  

     --  The Company's wholly owned managing general agent,
Assurance Managing General Agents, Inc., has underwriting
authority for Federated National, American Vehicle, and third-
party insurance companies.  

     --  The Company's wholly owned claims adjusting company,
Superior Adjusting, Inc., processes claims made by the insureds
of Federated National, American Vehicle, and third party
insurance companies which contract with Superior.  

     --  Federated Premium Finance, Inc., another wholly owned
subsidiary, offers premium financing to insureds of Federated
National and American Vehicle, as well as to third party
insureds.  

     --  Express Tax Service, Inc., an 80% owned subsidiary,
licenses its tax preparation software products to retail tax
preparers nationwide.  

     --  EXPRESSTAX(R) Franchise Corporation, a wholly owned
franchiser subsidiary of Express Tax Service, Inc., offers
franchise opportunities to individuals to own and operate their
own business under the name and support of EXPRESSTAX(R).  

     --  The Company offers other ancillary services including
electronic income tax filing, tax preparation and tag & title
transfer services through Federated Agency Group, Inc., also a
wholly owned subsidiary.  

     --  Fed USA, Inc., a wholly owned franchiser company,
offers single and master franchise opportunities to individuals
to own and operate their own business under the name and support
of Fed USA Insurance / Financial Services.  

As reported in Troubled Company Reporter's December 27, 2002
edition, 21st Century Holding Company said that AM Best
reaffirmed ratings for Federated National Insurance Company
("B" rated) and American Vehicle Insurance Company ("B+" rated)
and changing their outlook from negative to stable.


ALARIS MEDICAL: Narrows Net Capital Deficit to $32MM at Dec. 31
---------------------------------------------------------------
ALARIS Medical Inc., (AMEX:AMI) reported a full-year sales
increase of 12% and earnings per share of $.13 for 2002.

Both figures exceeded the company's October guidance. The
company also announced that it has reduced its debt by
repurchasing $25 million of its Senior Discount Notes on
Feb. 25, 2003.

ALARIS Medical reported sales of $460.3 million for the year
ended Dec. 31, 2002, an increase of $47.5 million, or 12% (10%
in constant currency), compared with 2001. Adjusted EBITDA
increased 15% to $95.0 million versus $82.8 million for the
prior year. For the year, the company reported net income of
$8.2 million, compared with a net loss of $9.8 million in the
prior year.

Fourth quarter sales increased 20% (16% in constant currency) to
$134.4 million compared with $111.8 million for the fourth
quarter of 2001. For the quarter, the company reported net
income of $4.2 million compared with a net loss of $1.8 million
for the fourth quarter of 2001.

These full-year results exceeded the outlook indicated in the
company's press release of Oct. 31, 2002. That release reported
the company's 2002 outlook for 10% sales growth, $93 million of
Adjusted EBITDA and earnings per share of $.11.

David L. Schlotterbeck, president and chief executive officer,
said, "We are pleased to report the first full year of
profitability since the formation of ALARIS Medical in 1996. Our
strong finish in 2002 provides us with tremendous momentum as we
enter 2003. This momentum is fueled by the clear U.S. market
acceptance of our medication safety strategy, positioning and
products. We are very excited about the prospects this provides
us for 2003."

Schlotterbeck continued, "We are also pleased that we have begun
to upstream funds to the parent company. We have met all
requirements of our debt agreements to do this a full year
before the beginning of interest payments on ALARIS Medical
Inc.'s long term debt. This cash flow gave us the opportunity to
begin repurchasing some of that debt."

                    2002 Results of Operations

Sales.

Sales increased $22.5 million, or 20% (16% in constant
currency), in the fourth quarter of 2002 compared with the
fourth quarter of 2001. North America sales grew 19% primarily
due to an increase of $9.2 million, or 43%, in drug infusion
instrument sales. This increase was driven by increased
placements of our Medley(TM) Medication Safety Systems.
International sales increased by 24% (8% in constant currency)
due to an increase in volume of syringe pumps and disposable
administration sets sales.

For the year ended Dec. 31, 2002, sales were $460.3 million, an
increase of $47.5 million, or 12% (10% in constant currency),
over the prior year. Higher volumes of both drug infusion
instruments and disposable administration sets in North America
resulted in an increase in revenues of $32.1 million, or 11%,
over the prior year. The increase in infusion instruments was
primarily due to sales of our proprietary Guardrailsr safety
software, primarily in the Medley(TM) Medication Safety System.
We believe the increase in dedicated disposables is due to an
increase in our installed base of infusion devices. The increase
in other disposables and service was due to approximately $11.0
million in additional sales of SmartSite(R) non-dedicated
disposables. The increases in drug infusion products in North
America were partially offset by lower volumes of patient
monitoring instruments and disposables compared with the prior
year. International sales increased $15.4 million, or 12% (7% in
constant currency), due to higher volumes and revenues of non-
dedicated disposable administration sets, large volume pumps and
syringe pumps compared with the prior year. The increase in
large volume pump sales for the International business is
primarily attributed to the Asena GW, a new product launched in
late 2001.

Gross Profit.

Gross profit increased $26.2 million, or 13%, during 2002
compared with 2001 due to higher sales and an increase in gross
margin percentage. The gross margin percentage increased to
49.4% in 2002 from 48.7% in 2001. In both North America and
International, the improved margin percentage was due to
increased volume and our continuing cost reduction efforts.
International margins also benefited from a weaker U.S. dollar.

Selling and Marketing Expenses.

Selling and marketing expenses increased $8.5 million, or 11%,
during the year ended Dec. 31, 2002, compared with the same
period in 2001 as a result of higher sales volume, as well as
higher selling and marketing costs related to increased
personnel and related activities supporting the North America
launch of the Medley(TM) Medication Safety System. Also
contributing to this increase were higher marketing expenses
related to the creation of new product strategies. These
increases were partially offset by reductions in our
distribution costs over the prior year by consolidating
contracted distribution facilities, simplifying processes in our
supply chain and optimizing freight channels. As a percentage of
sales, selling and marketing expenses decreased to 19.2% for
2002 from 19.3% for 2001.

General and Administrative Expenses.

General and administrative expenses decreased $6.7 million, or
14%, during 2002 compared with 2001. As a percentage of sales,
general and administrative expense decreased to 9.0% during 2002
compared with 11.6% for 2001. This decrease was primarily due to
a $9.3 million reduction in amortization expense resulting from
our adoption of new accounting requirements effective Jan. 1,
2002, under which our goodwill and certain other amortization
expense ceased. Had these accounting requirements been in effect
during 2001, general and administrative expense for such period
would have been 9.5% of sales. Increases in 2002 general and
administrative expenses included $1.8 million for our business
process reengineering project, which we established to implement
efficiencies throughout our administrative operations and to
design a new enterprise-wide information system. These
additional expenditures were generally offset by lower bonus
expense during 2002 compared with 2001.

Research and Development Expenses.

Research and development expenses increased approximately $3.3
million, or 12%, during 2002 compared with 2001. The increase
was due to spending associated with new product development
primarily related to our medication safety strategy. This higher
spending included increased salaries, benefits and consulting
costs. As a percentage of sales, spending on research and
development was 6.6% for 2002, consistent with 2001.

Restructuring and Other Non-Recurring Items.

During the first quarter of 2002, we recorded a non-recurring
benefit of $1.1 million for an insurance settlement. The
settlement related to damages and losses incurred at one of our
disposable products manufacturing plants in Mexico in 1993 as a
result of flooding. The contingency related to the insurance
settlement was resolved in the first quarter of 2002, when we
received proceeds of $1.0 million during the quarter and
notification of an additional payment due of $.1 million, which
we received during April 2002.

Also during the first quarter of 2002, we initiated a plan to
restructure our technical services operations in Central Europe.
In this connection, we recorded a charge of $.5 million which
included $.4 million for severance costs for 21 positions
affected by the relocation of the German operation and $.1
million related to lease termination. As of December 31, 2002,
all severance payments had been made to the identified
employees.

During 2001, we recorded a charge of $3.4 million for
restructuring and other non-recurring activities. These
activities were related to streamlining of operations in the
North America business unit and resulted in the elimination of
71 positions. The restructuring and other non-recurring charges
were composed of severance and related benefits of $2.6 million
and consulting fees of $.8 million. We also incurred non-
recurring charges of $3.5 million in 2001 related to obtaining
an amendment to our then bank credit facility. The charges
related to legal, advisory and other consultant expenses
incurred by ALARIS Medical and our lenders, which we were
required to pay.

Income from Operations.

Income from operations increased $27.7 million, or 63%, during
2002 compared with 2001 primarily due to an increase in gross
profit and lower amortization expense.

Interest Income.

Interest income decreased $.9 million, or 47%, due to lower
interest rates earned on cash balances in 2002 compared with
2001.

Interest Expense.

Interest expense decreased $1.4 million, or 2%, from 2001. This
decrease was primarily due to the maturity and resulting pay-off
of the $16 million ALARIS Medical 7-1/4% convertible
subordinated debentures in January 2002. Additionally, interest
expense decreased due to lower overall interest rates on our
outstanding indebtedness resulting from the replacement of
ALARIS Medical Systems' bank credit facility with the Senior
Secured Notes in October 2001. These decreases were partially
offset by increased accretion of $1.9 million on our 11-1/8%
senior discount notes.

Other, net.

Other, net decreased $2.9 million during 2002 compared with
2001. Our foreign currency transaction losses decreased $2.7
million in the current year and were partially offset by an
increase in cost of $.8 million related to our hedging program.
During 2001, we received $.5 million of other income relating to
the sale of a trade name which was not repeated in 2002. Also in
2001, we terminated our interest rate swap agreement in
association with the repayment of our bank credit facility,
resulting in a pre-tax charge of $1.6 million.

Discontinued Operations.

During the third quarter of 2000, we sold our Instromedix
division to Card Guard Technologies Inc. (Card Guard). The
agreement with Card Guard provided that we would assist the
buyer in setting up a fully independent headquarters and
manufacturing facility. During the first quarter of 2001, we
completed our obligations related to the agreement and recorded
a gain of $3.7 million, net of taxes.

                    Financial Position

ALARIS Medical reported net debt (total debt less cash on hand)
of $457.7 million at December 31, 2002. Long-term debt was
$527.5 million and cash was $69.7 million, which represents a
$16.3 million reduction from net debt of $474.0 million at Dec.
31, 2001. The current portion of long-term debt was reduced
during 2002 from $16.0 million at Dec. 31, 2001 to zero at Dec.
31, 2002, when the company retired at maturity on Jan. 15, 2002
its 7-1/4% convertible subordinated debentures.

Based on the results for the year ended Dec. 31, 2002, ALARIS
Medical Systems met the requirements under its debt agreements
to make a restricted payment in the first quarter of 2003. As a
result, in February 2003, ALARIS Medical Systems made
distributions to ALARIS Medical in the amount of $30.8 million.
ALARIS Medical used a portion of such distributions to
repurchase in a private transaction $25.0 million face amount of
the Senior Discount Notes at a total cost of $25.0 million
representing a premium of $1.2 million, or 4.7%, over the then
accreted carrying value. Such premium, along with a write-off of
unamortized debt issue cost related to the purchased amount of
debt, will be recorded as a charge of $1.5 million
(approximately $1.0 million after tax) in the company's first
quarter 2003 operating results.

Due to the February 2003 Senior Discount Note repurchase and
principal reduction discussed in the previous paragraph, semi-
annual interest payments on these notes will be reduced from the
originally scheduled $10.5 million to $9.1 million and ALARIS
Medical's consolidated projected interest expense for 2003 will
be reduced by $2.3 million ($2.8 million on an annualized
basis). After receiving restricted payments from ALARIS Medical
Systems in February 2003, and after purchasing the $25 million
of Senior Discount Notes, ALARIS Medical Inc., on a stand-alone
basis, had a cash balance of approximately $8.2 million. Based
on projected 2003 first quarter earnings, we anticipate that in
the second quarter of 2003, ALARIS Medical Systems will meet the
required tests to make additional restricted payments to ALARIS
Medical. As a result, management anticipates that in the second
quarter of 2003, ALARIS Medical will have cash available
sufficient to meet the first scheduled semi-annual interest
payment, due Feb. 1, 2004, on the Senior Discount Notes.

ALARIS Medical Inc.'s December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $32 million, down
from about $47 million as reported a year ago.

                    Recent Key Developments

     -- As detailed above, on Feb. 24, 2003 ALARIS Medical Inc.
repurchased $25 million face value of its 11-1/8% senior
discount notes due 2008, thus lowering total debt outstanding.

     -- In January, the company announced an online site
designed to help reduce medication errors through education and
technological innovation. The site, at
http://www.alarismed.com/alariscenter/index.html is part of the  
ALARIS(R) Center for Medication Safety and Clinical Improvement
that was opened in the fourth quarter of 2002. The ALARIS Center
offers education and consulting services to promote best
practices in medication safety for hospitals and health care
institutions.

     -- On Dec. 9, 2002 ALARIS Medical and McKesson Corp.
demonstrated at the American Society of Health-Systems
Pharmacists Mid-Year Meeting in Atlanta a prototype of a point-
of-care bar coding solution to improve IV medication safety. The
product is being developed jointly by the two companies. Beta
sites for the system will be the University of Wisconsin
Hospital and Clinics and Ohio Valley General Hospital.

     -- David L. Schlotterbeck, president and chief executive
officer of ALARIS Medical, was named Patient Monitoring CEO of
the Year by Frost and Sullivan at its 2002 Excellence in
Healthcare Banquet on Nov. 6, 2002. Frost and Sullivan is a
global leader in strategic marketing training and growth
consulting.

                              Outlook

For full year 2003, we are currently forecasting sales growth of
11% to 13% over 2002 with earnings per share of approximately
$.21 to $.23 compared with the $.13 per share reported for 2002.
Sales growth is expected to be driven by increased placements of
our MedleyT Medication Safety System, as well as dedicated and
nondedicated disposable administration sets in the North
American market.

For the first quarter of 2003, we are currently forecasting
sales growth of approximately 14% over the $104.4 million
reported for the first quarter of 2002. Earnings per share for
the quarter are forecasted at $.02 which includes an after tax
charge of approximately $1 million related to the $25 million
repurchase of Senior Discount Notes. This compares with earnings
per share of $.01 for the first quarter of the prior year.

ALARIS Medical Inc. (AMEX: AMI), through its wholly owned
operating company, ALARIS Medical Systems Inc., develops
practical solutions for Medication Safety at the Point of
Care(TM). The company designs, manufactures and markets
intravenous (IV) medication delivery and infusion therapy
devices, needle-free disposables and related monitoring
equipment in the United States and internationally. ALARIS
Medical's proprietary Guardrails(R) Safety Software, our other
"smart" technologies and our "smart" services help to reduce the
risks and costs of medication errors, help to safeguard patients
and clinicians and also gather and record clinical information
for review, analysis and transcription. The company provides its
products, professional and technical support and training
services to over 5,000 hospital and health care systems, as well
as alternative care sites in more than 120 countries through its
direct sales force and distributors. Headquartered in San Diego,
ALARIS Medical employs approximately 2,900 people worldwide and
operates manufacturing facilities in the United States, Mexico
and the United Kingdom.


AMERCO: Enters into Forbearance Pact with Royal Bank of Canada
--------------------------------------------------------------
AMERCO (Nasdaq: UHAL) has entered into a Forbearance Agreement
with the Royal Bank of Canada. The Forbearance provides for
continued payments under an existing RBC Credit Agreement, which
is in cross-default as a result of the October, 2002, non-
payment of certain bond obligations by the Company.

RBC joins a growing list of AMERCO creditors that have agreed to
maintain the status quo of their lender relationship with AMERCO
while the Company completes a financial restructuring through
new financing.

"This agreement will allow us time to continue working with our
turn-around specialists, Crossroads, LLC, to implement a
restructuring plan," said Joe Shoen, Chairman and CEO of AMERCO.
"We are working diligently to implement a debt restructuring
plan that is fair and equitable to our lenders, vendors and
shareholders."  

Holly Etlin leads the Crossroads turnaround team.

Detailed information about AMERCO's Citibank-Led $101 Million
Facility, $205 Million JPMorgan-Led 3-Year Credit Facility and
the forbearance agreements executed by those lenders appeared in
Tuesday's edition of the Troubled Company Reporter.

AMERCO is the parent company to U-Haul International, Inc.,
Oxford Life Insurance Company, Republic Western Insurance
Company and Amerco Real Estate Company. U-Haul has served the
do-it-yourself household-moving customer for 57 years, U-Haulr
trucks and trailers can be rented from more than 15,000
independent dealers and 1,350 company operated moving centers.

U-Haul, the undisputed leader in the truck and trailer rental
industry, is one of the industry's largest operators of self-
storage facilities, the world's largest installer of permanent
trailer hitches and the world's largest Yellow Pages advertiser.


AMERICAN TRANS: February Revenue Passenger Miles Jumps Up 16.8%
---------------------------------------------------------------
American Trans Air, Inc., the principal subsidiary of ATA
Holdings Corp. (Nasdaq:ATAH) reported that February scheduled
service traffic, measured in revenue passenger miles (RPMs),
increased 16.8 percent on 26.1 percent more capacity, measured
in available seat miles, compared to 2002. ATA's scheduled
service February passenger load factor decreased 5.3 points to
65.9 percent and passenger enplanements grew by 15.6 percent
compared to 2002.

Bill McKnight, Executive Vice President of Marketing and Sales,
said, "February's decline in scheduled service load factor was
caused primarily by softness in a few long-haul leisure markets,
some of which were in their first month of operation. Strong
demand for our military product-capacity was more than double
last year's-offset some of the weakness in scheduled service."

During the first two months of 2003, scheduled service traffic
increased 26.1 percent on 28.8 percent more capacity compared to
the same period in 2002. ATA's scheduled service block hours
were up by 42.8 percent. Year to date passenger load factor for
ATA's scheduled service was down by 1.4 points while
enplanements for the same period were up by 24.1 percent.

Year to date, the Company's system-wide traffic increased 16.1
percent on 25.8 percent more capacity when compared with 2002.
The number of block hours flown system-wide increased by 35.4
percent during the two-month period.

ATA Holdings Corp., common stock trades on the NASDAQ Stock
Market under the symbol "ATAH." As of February 28, 2003, ATA has
a fleet of 30 Boeing 737-800's, 16 Boeing 757-200's, 10 Boeing
757-300's, and 10 Lockheed L1011's. Chicago Express Airlines,
Inc., the wholly owned commuter airline based at Chicago-Midway
Airport, operates 17 SAAB-340B's.

Now celebrating its 30th year of operation, ATA is the nation's
10th largest passenger carrier based on revenue passenger miles.
ATA operates significant scheduled service from Chicago-Midway
and Indianapolis to over 40 business and vacation destinations.
To learn more about the Company, visit the Web site at
http://www.ata.com

                         *     *     *

As reported in Troubled Company Reporter's January 22, 2003,
edition, Standard & Poor's affirmed its 'B-' corporate credit
ratings on ATA Holdings Corp., and subsidiary American Trans Air
Inc., and removed them from CreditWatch, where they were placed
September 13, 2001. However, Standard & Poor's lowered its
ratings on various enhanced equipment trust certificates. The
outlook is negative.

"The ratings were affirmed due to ATA's improved liquidity after
receipt of proceeds from a $168 million loan that was 90% backed
by a federal loan guarantee that closed in November 2002," said
Standard & Poor's credit analyst Betsy Snyder. Although the
company's liquidity has been enhanced, its fate will still
depend on the expected recovery in the airline industry.
Prolonged weakness in the industry would negatively affect ATA
and could result in a downgrade. "The downgrades of ATA's
enhanced equipment trust certificates reflect the substantial
deterioration in market values of the Boeing 757-200 aircraft
which form their collateral," Ms. Snyder noted. These planes,
while efficient and widely used, have been under pressure
following the shutdown of discount carrier National Airlines
(which operated solely B757's), US Airways Inc.'s bankruptcy
rejection and renegotiation of financings on its B757-200's, and
bankrupt United Air Lines Inc.'s attempts to reduce debt service
costs on many of its aircraft-backed obligations, including
those that finance B757-200's.

The ratings reflect ATA Holdings' substantial and growing debt
and lease burden and the price competitive nature of the markets
it serves.


AMPEX CORP: Dec. 31 Balance Sheet Insolvency Balloons to $148MM
---------------------------------------------------------------
Ampex Corporation (AMEX:AXC) reported a net loss from continuing
operations of $2.8 million for the year ended December 31, 2002.
In 2001, the Company reported a net loss from continuing
operations of $10.9 million.

Revenues from the Company's continuing operations declined to
$37.0 million in 2002 from $46.0 million in 2001, primarily
owing to a decline in royalty income as the Company transitions
its licensing agreements from analog to digital technology. The
Company's royalty operations contributed operating income of
$0.05 per diluted share in 2002 compared to $0.19 per diluted
share in 2001. The Company's Data Systems subsidiary generated
operating income of $0.07 per diluted share in 2002 compared to
an operating loss of $0.07 in 2001. In 2002, restructuring
charges accounted for $0.04 loss per diluted share, and interest
expense and other financing costs, net, accounted for $0.14 loss
per diluted share. In 2001, restructuring charges accounted for
$0.06 loss per diluted share, and interest and other financing
costs, net, accounted for $0.12 loss per diluted share.

The Company's continuing operations in 2002 benefited from the
non-cash reversal of reserves for foreign, federal, state and
deferred income taxes, totaling $6.7 million or $0.11 per
diluted share. Such reserves were provided in prior years that
are now either closed to audit or otherwise determined not to be
required.

In 2001, the Company discontinued its Internet video operations
which resulted in a charge of $0.29 per diluted share.

The Company recorded a benefit from the extinguishment of
preferred stock of $0.07 per diluted share in 2002 and $0.10 per
diluted share in 2001. The Company reported net income
applicable to common stockholders, including continuing and
discontinued operations and the benefit from extinguishment of
preferred stock, of $1.5 million or $0.02 per diluted share in
2002 compared to a net loss applicable to common stockholders of
$22.4 million or $0.38 per diluted share in 2001.

At December 31, 2002, the Company's balance sheet shows that
total liabilities exceeded total assets by about $148 million.

Ampex Corporation -- http://www.Ampex.com-- headquartered in  
Redwood City, California, is one of the world's leading
innovators and licensors of technologies for the visual
information age.


ANC RENTAL: Asks Court to Clear Chrysler Financing Agreement
------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek to enter
into an agreement with DaimlerChrysler Corporation, pursuant to
which the Debtors will obtain postpetition financing in the form
of an advance.

Specifically, pursuant to the Agreement, the Debtors will agree
to purchase a certain number of vehicles from Chrysler and, in
turn, Chrysler will agree to advance $62,500,000 to the Debtors.
The Debtors will repay the Chrysler Advance, in part, through
Daily Rental Incentive Payments that will be earned by the
Debtors as they purchase vehicles throughout the year.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that as an additional incentive to enter into
the Agreement, Chrysler has also agreed that, in addition to the
DRIP Incentives that will be earned by the Debtors, Chrysler
will also pay the Debtors additional incentive payments with
respect to the first 35,000 2004-model year vehicles purchased,
in an aggregate amount up to $13,650,000.  Accordingly, the
Chrysler Advance will be decreased as the DRIP Incentives and
Additional Incentive Payments that are earned by the Debtors are
applied to the balance of the Chrysler Advance.  Pursuant to the
Agreement, on December 30, 2003, the Debtors will repay any
remaining balance of the Chrysler Advance.

Ms. Fatell informs the Court that the Debtors have met their
daily cash needs since the Petition Date nearly 15 months ago
through the agreed use of Cash Collateral.  In the summer of
2002, however, the Debtors forecasted that the existing cash
collateral would need to be supplemented from time to time.  The
Debtors determined that this additional liquidity would be
needed to satisfy working capital needs and to provide the
necessary over-collateralization to acquire additional vehicles
for their peak revenue-generating season.  In anticipation of
needing this liquidity, the Debtors promptly began eliciting
proposals from potential financing providers.

Mr. Fatell reports that the Debtors have had extensive
discussions with numerous parties regarding additional equity
and debt financing.  In particular, the Debtors had discussions
regarding the terms on which Chrysler would be willing to
provide the Chrysler Advance.  After a series of good faith,
arm's-length negotiations, the Debtors reached an agreement with
Chrysler to provide postpetition financing on the terms and
conditions set forth in the Term Sheet.

While the Debtors have received other indications of interest
from other potential lenders, Ms. Fatell believes that the terms
of the Agreement, considering all of the circumstances, are the
most attractive to the Debtors.  The economic terms of the
Agreement are significantly better than the other proposals, and
will allow the Debtors to avoid the fees that are associated
with typical debtor-in-possession credit facilities.  In
addition, the Chrysler proposal enables the Debtors to receive
funding up-front without incurring interest payments.  Finally,
the Additional Incentive Payments will enable the Debtors to
fleet-up and obtain additional cost-savings in an integrated
transaction that will preserve resources of the Debtors'
estates.

Chrysler has informed the Debtors that, subject to final
documentation, it is willing to enter into the Agreement and
provide the Chrysler Advance to the Debtors on the terms and
conditions set forth in the Term Sheet.  The salient provisions
of the Term Sheet are:

  A. Vehicle Purchase Obligation: The Debtors commit to purchase
     60,000 2004 model year vehicles from Chrysler in the 2003
     calendar year.

  B. Term of Agreement: 1 year.

  C. 2004 Model Year DRIP Incentive: $450 per vehicle.

  D. Additional Incentive Payments: $390 on the first 35,000
     2004 model year vehicles.

  E. Chrysler Advance: $62,500,000 for the 2004 model year,
     which will be provided in three installments:

       -- $25,000,000 by March 16, 2003;

       -- $20,000,000 by April 16, 2003; and

       -- $17,500,000 by May 16, 2003.

  F. Payback Amount: The Debtors agree that they will forego the
     expected 2003/2004 Model Year DRIP Incentive and Additional
     Incentive Payments due or accrued after July 1, 2003
     through December 30, 2003.  The Payback Amount will act as
     a reduction of the DRIP Advance in calendar year 2003.

     On December 30, 2003, the Debtors will repay the
     outstanding Chrysler Advance, net of the Payback Amount and
     the Additional Purchase Incentive.  In the event that the
     Chrysler Advance is not fully repaid on December 30, 2003,
     then from and after December 31, 2003, the outstanding
     Chrysler Advance will accrue at Libor + 3.50% per annum
     until the Chrysler Advance is paid in full.

     Beginning January 1, 2004, the Debtors will receive the
     normally scheduled DRIP Incentives and Additional Incentive
     Payments in accordance with customary practices.

  G. Expense Deposit: The Term Sheet provides that the Debtors
     will provide Chrysler with a $150,000 deposit to be paid to
     Chrysler for due diligence, necessary expenses and other
     reasonable fees.  This fee will be subject to replenishment
     if the funds are expended, which reimbursement will apply
     to all actual, reasonable, necessary professional fees and
     expenses incurred by Chrysler in connection with the
     contemplated transaction, regardless of whether or not a
     commitment is actually delivered or the contemplated
     transactions closed.

  H. Priming Liens: All of the Debtors' obligations to Chrysler
     under the Agreement will be secured by a first priority
     security interest in and priming liens on the Corporate
     Collateral.

Given the Debtors' outstanding secured and unsecured
indebtedness and after discussions with numerous potential
lenders, Ms. Fatell relates that the Debtors concluded that it
would be impractical to seek postpetition financing that was
unsecured or junior in priority to the Secured Creditors' liens.  
The Debtors held discussions with other potential providers of
DIP financing -- several of which expressed interest -- but none
of these alternatives resulted in a viable proposal that would
enable the Debtors to obtain postpetition financing on an
unsecured or junior priority basis.  In addition, none of the
alternative proposals were on terms as favorable as the
financing provided by Chrysler.  The Debtors firmly believe that
the Chrysler Advance to be provided by Chrysler represents the
best financing available to them at this time. (ANC Rental
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BUDGET GROUP: Committee Hires Covington & Burling as Counsel
------------------------------------------------------------
William Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, informs the Court that prior to 1997, Budget Group
Inc.'s German operations within BRACII EMEA were conducted
through a master franchise agreement between BRACII and Sixt
Rent A Car, the operator of the largest vehicle rental system in
Germany.  The Sixt master franchise agreement was terminated by
BRACII in 1997 after disputes arose between BRACII and Sixt, and
BRACII thereafter replaced Sixt with a corporate owned rental
network operated by Budget Germany.

According to Mr. Bowden, Budget Germany operated 69 corporate
owned locations throughout Germany, which proved to be
unprofitable.  During fiscal year 2000, BRACII lost more than
$14,000,000 due to Budget Germany alone as part of much larger
European losses on corporate operations.  After deciding to
return to a franchisee-based network through Europe in 2001,
BRACII engaged several potential licensees in negotiations over
a potential new master franchise agreement for Germany.

Mr. Bowden reports that the Committee is actively working with
the Debtors to evaluate the potential solution proposed by the
NordLeas Motion and to formulate, evaluate and implement a
solution to Budget Germany's financial difficulties.  In
connection therewith, the Committee requires the advice and
counsel of special transactional counsel for the Debtors' German
business operations.

Thus, the Official Committee of Unsecured Creditors sought and
obtained the Court's authority to retain the law firm of
Covington & Burling, as its special German transactional counsel
for matters relating to Budget Deutschland GmbH, Autovermietung
Westfehling GmbH, and Autohansa Autovermietung E. Seabert GmbH,
effective as of November 25, 2002.

According to Mr. Bowden, the Committee selected Covington due to
its expertise in German transactional law and, in particular,
Philipp Tamussino, Esq., of Covington.  Mr. Tamussino has
experience in German corporate transactional matters, both by
reason of his education in Austria, his years spent practicing
law in Brussels and his continuing representation of clients
involved in transactions in Europe.  His practice encompasses
broad experience in international corporate and regulatory
matters, including mergers and acquisitions, financings, joint
ventures and intellectual property transactions.  The Committee
believes that Covington is well qualified to represent them in
these cases.

The Committee anticipates that Covington will provide the
required German transactional support to the Committee
concerning Budget Germany, including advising and representing
the Committee with respect to these issues:

    A. expertise with respect to evaluation of possible
       restructuring or strategic dispositions of the assets of
       Budget Germany under German transactional law;

    B. corporate, mergers and acquisitions, and securities law
       advice in respect of structuring Budget Germany's
       operations; and

    C. expertise with respect to German corporate arrangements
       and related issues.

The primary attorney who will represent the Committee is Philipp
Tamussino, a partner of the firm whose current hourly rate is
$540.  However, other Covington attorneys or paralegals will
from time to time provide legal services on the Committee's
behalf. The hourly billing rates of Covington's other
professionals are:

          Partners                  $360 - 690
          Associates                 170 - 410
          Paralegals                 140 - 220

In addition to the hourly rates, Covington customarily charges
its clients for all costs and expenses incurred, including
travel costs, telecommunications, express mail, messenger
services, document processing, photocopying costs, temporary
employment of additional staff, overtime, meals, court fees,
transcript costs and, in general, all identifiable expenses that
would not have been incurred except for representation of a
particular client.

Covington has advised the Committee that it will apply to the
Court for allowance of compensation for professional services
rendered and reimbursement of charges and costs and expenses
incurred in these Chapter 11 cases in accordance with the
applicable provisions of the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, the Local Bankruptcy Rules and Court
orders.

Mr. Bowden assures the Court that Covington, its partners,
associates and paralegals do not represent or hold any interest
adverse to the Debtors with respect to the matters on which the
firm is to be employed and do not have any material connections
with the Debtors, their officers, affiliates, creditors, or any
other party-in-interest or their attorneys and accountants or
the United States Trustee.  However, Bowden currently represents
these parties in matters unrelated to these cases:

    A. Insurance Companies: AIG, American Casualty Co.,
       Continental Casualty, Evanston Insurance Co., Federal
       Insurance, Great American, Lancer Insurance, Liberty
       Mutual, Lloyd's, Lumberman's Mutual, National Insurance,
       National Union Insurance, Royal Indemnity, Specialty
       Indemnity, Transportation Insurance, Travelers, USF&G,
       Westchester Insurance, XL-Houston General, and Zurich
       Insurance;

    B. Vendors: DaimlerChrysler, Ford Motor Co., General Motors,
       Nissan Motor Acceptance Corp., Nissan Motor Co., and
       Toyota Motor Credit Corp.;

    C. 5% Stockholders: Deutsche Bank;

    D. Largest Unsecured Creditors: Ameritrade Holding Corp.,
       AT&T, BT North America, Citibank NA, Prudential
       Securities, Sabre Group. State Street Bank & Trust Co.,
       and WorldSpan;

    E. Indenture Trustees: Bank of New York, Bankers Trust,
       Chase Manhattan Bank, Credit Suisse First Boston, JP
       Morgan Chase, R2 Investments LP, Wells Fargo Bank
       Minnesota NA and Wilmington Trust Co.; and

    F. Professionals: Ernst & Young, Eversheds, KPMG, Lazard
       Freres and Weber Shandwick. (Budget Group Bankruptcy
       News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)    


CAMBRIAN COMMS: Selling Substantially All Assets for $7.3 Mill.  
---------------------------------------------------------------
Cambrian Communications LLC asks for approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to sell
substantially all of its assets to Orange Transition Company,
LLC, a Delaware limited liability company.

Following the Petition Date, the Debtor closely reviewed its
operations.  As a result, the Debtor determined that the best
interests of the Debtor and its creditors would be served by
selling substantially all of its assets.

Orange Transition is a subsidiary of PPL Telcom, a wholesale
telecommunications provider offering solutions to carriers,
communications companies, emerging service providers, ISPs and
major private network owners. PPLT is an indirect subsidiary of
PPL Corporation, an energy and utility holding company, with
headquarters in Allentown, Pennsylvania.

The Assets to be sold are:

     (a) all contract rights related to the operations of the
         Debtor;

     (b) all the real property and equipment leases related to
         the Debtor;

     (c) all Books and Records related to the Debtor;

     (d) all fixtures and equipment used in the operations of
         the Debtor;

     (e) all proprietary rights related to the Debtor;

     (f) all permits related to the Debtor, to the extent
         transferable;

     (g) all items of personal property used in the operations
         of the Debtor; and

     (h) all other assets used or required to operate the
         business of the Debtor.

The total book value of the Debtor's personal property is
$61,138,205.  Orange Transition is willing to pay:

     (1) $7,300,000 in cash, plus

     (2) plus 50% of Verified Vendor Deposits, less

     (3) a possible purchase price reduction.

Additionally, Orange Transition will assume all obligations and
liabilities arising out of events or occurrences happening after
the Closing under the contracts and leases that are included
among the Purchased Assets.

The Debtor retains its right to seek and accept higher and
better offers. In the event that the Agreement is terminated and
the Debtor accepts a higher and better offer within six months
thereafter and provided that termination was not due to Orange
Transition's breach of its obligations, Orange Transition will
be entitled to a $100,000 break-up fee and the Debtor will
reimburse Orange up to $200,000 for expenses.  

The Debtor relates that worked diligently to find a potential
buyer of the Debtor's operating assets, together with its
counsel and its Management Team.  Orange Transition's offer is
the culmination of this process and the highest and most
definitive offer that the Debtor has received for its assets.

Because of the continuing cash burn suffered by the Debtor, the
Debtor believes the assets must be sold promptly considering
that the proposed sale will not prevent interested third parties
from offering higher and better bids.

The Debtor has lost a number of employees immediately prior to
and after the Petition Date; the highly skilled professionals
employed by the Debtor are in demand, and many will be lured
away by competitors with the promise of greater job security.
The pace of this exodus of employees may increase if the Asset
Sale is not approved. This will cause the assets to decline in
value, which will damage all parties involved, the Debtor adds.

Cambrian Communications LLC, together with its affiliate
Cambrian Holdings LLC, filed for chapter 11 protection on
September 20, 2002 (Bankr. E.D. Va. Case No. 02-84699).  
Bradford F. Englander, Esq., at Linowes and Blocher LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed an
estimated assets of over $10 million and estimated debts of over
$50 million.


CASELLA WASTE: Enters Pact to Acquire Hardwick Sanitary Landfill
----------------------------------------------------------------
Casella Waste Systems, Inc. (Nasdaq: CWST), a regional, non-
hazardous solid waste services company, has entered into an
agreement to acquire the Hardwick Sanitary Landfill in Hardwick,
Mass.

The facility is primarily a construction and demolition debris
landfill, although it is allowed to accept a limited amount of
municipal solid waste and certain difficult to manage wastes,
the company said. The facility currently is permitted to accept
300 tons per day, including 50 tons per day of MSW.

"Clearly, this is a significant milestone in our strategic
effort not only to add disposal capacity in our core solid waste
business, but also to strengthen and improve our eastern
Massachusetts operations," John W. Casella, chairman and chief
executive officer of Casella Waste Systems, said. "There is
an opportunity here to work closely with state and local
officials to develop this facility into a crucial part of
Massachusetts' solid waste infrastructure."

The company said the closing of the transaction for the purchase
of the landfill is expected to take place in the fourth quarter
of fiscal year 2003. The company received an operating permit
for the facility's newly constructed Phase II this week.

Casella Waste Systems, headquartered in Rutland, Vermont, is a
regional, integrated, non-hazardous solid waste services company
that provides collection, transfer, disposal and recycling
services primarily in the northeastern United States.

For further information, visit the company's Web site at
http://www.casella.com

As reported in Troubled Company Reporter's January 17, 2003
edition, Standard & Poor's assigned its 'BB-' rating to solid
waste services company Casella Waste Systems Inc.'s new $325
million senior secured credit facilities and its 'B' rating to
the company's $150 million senior subordinated notes due 2013.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on Rutland, Vermont-based Casella. The outlook
remains stable.


CASELLA WASTE: Posts $1.6MM Net Loss on $95MM Revenue for Q3
------------------------------------------------------------
Casella Waste Systems, Inc. (Nasdaq: CWST), a regional, non-
hazardous solid waste services company, reported financial
results for the third quarter of its 2003 fiscal year.

For the quarter ended January 31, 2003, the company reported
earnings before interest, taxes, depreciation and amortization
(EBITDA) of $20.2 million; revenue for the quarter was $95.7
million. The company reported a GAAP net loss for the quarter of
$1.6 million.

The company noted certain items included in the current
quarter's results:

    -- A $2.2 million after-tax non-cash expense from the early
extinguishments of debt financing costs relating to the
company's old credit facility, or $0.09 per diluted share;

    -- A pre-tax cash expense of $1.3 million due to the
unwinding of five interest rate swap agreements in connection
with the company's refinancing of the credit facility during the
quarter, or $0.04 per diluted share.

"Clearly, the most significant development in the quarter was
the implementation of a new, more flexible capital structure,"
John W. Casella, chairman and chief executive officer of Casella
Waste Systems, said. "We are now well-positioned to execute the
next phase of our strategic growth plan.

"Our day-to-day priorities remain the continuous improvement of
our existing assets and businesses; adding disposal capacity in
our core markets, and densifying our existing franchise,"
Casella said.

         Company Acquires Landfill Serving E. Mass.

The company also said it will acquire the Hardwick Sanitary
Landfill in Hardwick, Massachusetts. The facility, which
will serve the company's eastern Massachusetts markets, is
primarily a construction and demolition debris landfill,
although it is permitted to accept a limited amount of municipal
solid waste. The transaction will close in the fourth quarter.

Casella Waste Systems, headquartered in Rutland, Vermont, is a
regional, integrated, non-hazardous solid waste services company
that provides collection, transfer, disposal and recycling
services primarily in the northeastern United States.

For further information, visit the company's Web site at
http://www.casella.com

As reported in Troubled Company Reporter's January 17, 2003
edition, Standard & Poor's assigned its 'BB-' rating to solid
waste services company Casella Waste Systems Inc.'s new $325
million senior secured credit facilities and its 'B' rating to
the company's $150 million senior subordinated notes due 2013.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on Rutland, Vermont-based Casella. The outlook
remains stable.


CHAMPIONLYTE PRODUCTS: Initiates a Comprehensive Restructuring
--------------------------------------------------------------
ChampionLyte Products, Inc., (OTC Bulletin Board: CPLY) unveiled
a comprehensive campaign to completely restructure the company,
which is the exclusive manufacturer and distributor of
ChampionLyte(R), the first completely sugar-free entry into the
multi-billion dollar isotonic sports drink market. Acting
Interim Chief Operating Officer, Marshall Kanner, said the
sweeping plan calls for a total overhaul of the entire company
and its previous direction.

"We've begun the process of fine tuning all aspects of
ChampionLyte(R) and are looking at the company from a
shareholder's perspective. Given the tenuous nature of the
company's present financial position, we started by addressing
the company's vendors and creditors. We are continuing to refine
the company's strategy which may include changing the name of
the public company and seeking acquisitions in addition to
completely rewriting the Company's business plan with respect to
our beverage products."

Kanner added that in addition to many other changes, the Company
will also re-position ChampionLyte(R) as an upscale, niche
product and abandon any plans to go head-to-head with the other
dominant companies in the market.

"It's unrealistic to think that we can compete directly with
such industry giants like Gatorade(R), which is a unit of
Pepsico, Inc.," Kanner emphasized. "They own over 80 percent of
the nearly $3 billion dollar isotonic market. While we don't
have the financial resources to compete on that level, we feel
we can be very competitive as a niche player in the sugar-free
category."

Kanner also said the Company is currently searching for one or
more industry veterans to fill key management positions in the
company and to assist it through the restructuring and re-launch
and subsequent strategic initiatives.

"Clearly, there are a number of significant issues that need to
be addressed," Kanner added. "We are negotiating with several
companies to manufacture the product through co-packing
agreements. We're also in discussion with a number of firms
concerning distribution." Kanner said the Company still has
severe financial problems which are a primary focal point of his
interim management team and therefore the Company must still
address these capital issues.

ChampionLyte Products, Inc., is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its primary product, ChampionLyte(R) is the
first completely sugar-free entry into the isotonic sports drink
market.

At September 30, 2002, Championlyte Products' balance sheet
shows a working capital deficit of about $1 million and a total
shareholders equity deficit of about $9 million.


CNH GLOBAL: S&P Affirms BB Corp. Credit Rating & Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and stable outlook on agricultural and
construction equipment manufacturer CNH Global N.V., and related
entities. This action follows the assignment of a long-term
corporate credit rating of 'BB+' to CNH's 85.3% equity owner--
Italy-based Fiat SpA--and the lowering of the short-term
corporate credit rating on Fiat to 'B' from 'A-3'. The outlook
on Fiat is negative. CNH's consolidated debt
at December 31, 2002, stood at $7.9 billion.

"Ratings on CNH, with executive headquarters in Lake Forest,
Illinois, reflect the firm's average business profile as one of
the world's two leading agricultural equipment producers and
third-largest manufacturer of construction equipment, offset by
weak credit measures that are expected to improve only gradually
over the intermediate term," said Standard & Poor's credit
analyst Dan DiSenso. Ratings also factor in Fiat's strong
liquidity support, in the form of intracompany loans and loan
guarantees, and large equity investment. As a stand-alone
entity, ratings on CNH would likely be significantly lower.

Although CNH has made significant progress on its multiyear
cost-reduction program, operating performance remains weak,
reflecting very challenging industry conditions. For 2002 CNH
lost $101 million, before the cumulative effect of an accounting
change, a reduction from the 2001 $242 million loss, excluding
2001 goodwill amortization charges. Agricultural equipment
operations were profitable, with still subpar segment income of
$201 million, up from $105 million in 2001. However,
construction equipment operations are very weak, reflecting in
part the dramatic drop in demand from the equipment rental
industry, as this segment lost $159 million versus a modest $13
million of operating income for 2001.

CNH's operations could become profitable (before restructuring
charges) in 2003, based on new lower-cost, higher-margin product
introductions, and additional cost-reduction benefits. Moreover,
CNH will benefit from an eventual market recovery. CNH, created
in November 1999 through the merger of Case Corp. and New
Holland N.V., is part way through a massive rationalization and
integration program to improve profitability and cash flow
generation. Since the merger, the firm has achieved $547 million
of cost reductions, and is on target to achieve $850 million of
reductions by 2005. In addition, CNH is also developing new
products based on common product platforms, and expects to
achieve $280 million of savings by 2005 from these efforts. Over
the next two to three years, CNH's credit measures should
strengthen to levels compatible with the 'BB' rating category,
with funds from operations to debt of 15% to 20%, and debt to
EBITDA of 3.5x to 4.0x, accounting for captive finance company
operations by the equity method.


CONSECO FINANCE: Flowers Group Bids $700M for Bulk of Assets
------------------------------------------------------------
At the conclusion of a 21-hour auction this week, CFN Investments
(comprised of J. Christopher Flowers, Fortress Investment Group
LLC and Cerberus Capital Management LP) advanced the highest and
best bid for substantially all of Conseco Finance's assets.  

CFN outbid Berkadia, LLC (a joint venture between Warren
Buffett's Berkshire Hathaway and Leucadia National (which bought
FINOVA out of bankruptcy)) and another group comprised of GE
Captial Corp., Bear Stearns Cos., Inc., and Charlesbank.  

Judge Doyle is scheduled to review the bids and objections to
the sale transaction at a hearing today in Chicago.


CONSECO FINANCE: GE Consumer Finance Bids $310M for Mill Creek
--------------------------------------------------------------
GE Consumer Finance, the consumer lending unit of General
Electric Company (NYSE: GE), plans to acquire Conseco Finance
Corp.'s sales finance unit (known as Mill Creek Bank) with a bid
valued at $310 million.

The acquisition includes private label credit card receivables
and certain consumer installment and home improvement loan
assets.

The transaction, which is subject to regulatory and bankruptcy
court approval, is anticipated to close in the second quarter of
2003. The acquisition would add $2.4 billion of receivables to
GE Consumer Finance's retail sales finance business in the
Americas. The remaining Conseco Finance assets will be acquired
by other parties.

"This acquisition represents a significant step in the growth of
our Americas consumer finance business," said Mark W. Begor,
president and chief executive officer of GE Consumer Finance-
Americas. "It complements our existing sales finance business,
and it gives us a new platform to grow in other markets."

The acquired assets would be managed by GE Consumer Finance's
retail sales finance unit, based in Kettering, Ohio. GE Retail
Sales Finance provides private label financing programs for
national and regional retailers in six key industries:
automotive/recreational vehicles, consumer electronics and
appliances, furniture, floor covering, jewelry and health care.

GE Retail Sales Finance supports a diversified portfolio of more
than 60 regional and national clients with merchants in over
60,000 locations, including: Ford, Sony, PC Richard & Son,
Tweeter, Ultimate Electronics, Suzuki, Ethan Allen, Brandsmart
USA, H.H. Gregg Electronics, CareCredit, Whitehall Jewelers,
Shaw Industries and Mohawk Industries.

GE Consumer Finance helps retailers drive increased sales by
providing flexible credit terms to consumers, giving them
increased purchasing power at the point of purchase. Begor said
consumers will benefit from a broader range of lending products
and GE Consumer Finance's strong commitment to customer service.

GE Consumer Finance, a unit of General Electric Company, with
$77 billion in assets, is a leading provider of credit services
to consumers, retailers and auto dealers in 36 countries around
the world. GE Consumer Finance, based in Stamford, Conn., offers
a range of financial products, including private label credit
cards, personal loans, bank cards, auto loans and leases,
mortgages, corporate travel and purchasing cards, debt
consolidation and home equity loans and credit insurance. GE
(NYSE: GE) is a diversified services, technology and
manufacturing company with operations worldwide.  More
information about GE can be found online at http://www.ge.com


CONSECO FINANCE: Court Okays Greenberg as Committee's Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Conseco Finance Corporation
and Conseco Finance Securitization Corp. Creditors obtained
permission to retain Greenberg Traurig as co-counsel, given its
substantial experience representing committees, its familiarity
with complex reorganization cases and its experience in the
Bankruptcy Court for the Northern District of Illinois.  

Greenberg Traurig will:

    a) consult with the Debtors' professionals on case
       administration;

    b) prepare and review pleadings, motions and correspondence;

    c) appear and participate in Court hearings;

    d) provide legal counsel to the Committee in the
       investigation of the Debtors' acts, conduct, assets,
       liabilities and financial condition;

    e) analyze the Debtors' proposed use of cash collateral and
       DIP Financing;

    f) advise the Committee on its rights and powers;

    g) assist the Committee with the Debtors' other creditors;

    h) assist with any analysis of terms of a sale, plan of
       reorganization or other conclusion to these cases;

    i) assist the Committee in requesting the appointment of a
       trustee or examiner, if necessary;

    j) assist the Committee with its communications to the
       general creditor body;

    k) assist the Committee in determining actions that serve
       the interests of the unsecured creditors; and

    l) perform other acts as requested by the Committee.

Greenberg Traurig will be compensated on an hourly basis and
reimbursed of actual and necessary expenses incurred in the
provision of services.  The current hourly rates for the
principal attorneys and paralegals are:

            Keith J. Shapiro      $585
            David D. Cleary        475
            Nancy A. Mitchell      470
            Patrick M. Jones       295
            Kerry Carlson          175
(Conseco Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CONSECO INC: TOPrS Committee Signs-Up Raymond James as Advisor
--------------------------------------------------------------
The Official Committee of Conseco Trust Originated Preferred
Debtholders of Conseco Inc., and debtor-affiliates seeks the
Court's authority to retain Raymond James & Associates as its
financial advisor.

The TOPrS Committee must put a valuation on the assets and
businesses of the various Debtors and non-debtor subsidiaries in
these cases.  This is a complex task that requires highly
sophisticated professionals.  The TOPrS Committee is faced with
the difficult challenge of determining the value of the
insurance companies in a short period of time.

Daniel R. Murray, Esq., at Jenner & Block, Chicago, relates that
prior to formal appointment, several members of the TOPrS
Committee were advised by Raymond James in these cases.  As a
result, Raymond James became familiar with the Debtors' business
operations and the restructuring proposals.  This familiarity
will reduce costs and serve the Committee's best interests.
Raymond James earned $300,000 for its previous representation,
which was paid directly by Conseco.

Raymond James is a nationally recognized financial advisory and
investment banking firm.  Raymond James provides financial
restructuring services as well as corporate finance, turnaround
management, operations improvement and litigation analysis.

As financial advisor, Raymond James will:

    a) analyze the Debtors' business, operations, properties and
       financial condition;

    b) monitor the Debtors' cash expenditures, receivable
       collections, asset sales and projected cash requirements;

    c) advise the Committee on employee retention plans;

    d) help with any investigation on the Debtors' prepetition
       acts;

    e) review the Debtors' business plan;

    f) provide DIP financial analysis;

    g) prepare and present to the Committee analyses and updates
       on diligence performed;

    h) evaluate any proposed restructuring plan by the Debtors;

    i) assist the Committee in analyzing the valuation of any
       competing offers as part of the Plan;

    j) assist the Committee in finding financing sources for a
       recapitalization; and

    k) provide any other financial advisory services requested
       by the Committee.

Raymond James will charge a $175,000 flat monthly fee.  Raymond
James will be reimbursed for all out-of-pocket expenses and will
receive a $600,000 completion fee at the end of the engagement.

Patrick DeLacey, Managing Director at Raymond James, tells the
Court that after reasonable inquiry, no professional associated
with the firm have any connection with the Debtors or any of its
creditors, their attorneys, accountants or other professionals.
To this extent, Raymond James is disinterested and holds no
materially adverse interest in these matters. (Conseco
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

DebtTraders reports that Conseco Inc.'s 10.75% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CORNING INC: Continues Expansion of LCD Glass Facility in Taiwan
----------------------------------------------------------------
Corning Incorporated (NYSE:GLW) officially celebrated the
expansion of its liquid crystal display (LCD) glass
manufacturing facility in the Tainan Science-based Industrial
Park, Taiwan.

The ceremony marked the start of construction of Corning's LCD
glass melting facility in Taiwan, as announced by the company on
November 5, 2002. With the addition of the Taiwan melting
capability, Corning will become the only glass substrate
supplier with four, fully-integrated manufacturing facilities
located in all three of the key LCD-producing regions: Japan,
Korea and Taiwan.

The addition of melting to the Tainan facility is a key part of
Corning's long term strategy to significantly increase its LCD
glass manufacturing capacity to keep pace with the growing needs
of its customers worldwide. By early 2004, the Tainan facility's
melting will be operational and is expected to produce glass
substrates to supply the growing number of customers installing
fifth generation LCD fabrication lines. As a world leading
supplier of active matrix liquid crystal displays glass
substrates for flat panel desktop monitors, notebook computers,
LCD-TVs and consumer electronics products, Corning's Display
Technologies business revenue is expected to grow by 20% to 40%
annually through 2006, with much of this growth centered in its
Taiwan operations.

"Corning is a worldwide leader in the growing display
technologies industry," said Nitin Kulkarni, president of
Corning Display Technologies Taiwan. "Our investment in Taiwan
represents our commitment to the needs and demands of our global
customers and ensures a constant, reliable supply of Corning's
glass substrates with industry-leading attributes."

By adding melting capability, Corning's Taiwan plant becomes the
company's fourth fully integrated manufacturing facility,
joining plants in Shizuoka, Japan and two Samsung Corning
Precision (SCP) plants in Gumi and Asan, South Korea. SCP is
Corning's equity venture with Samsung. In addition, Corning also
operates a glass melting and forming plant in Harrodsburg,
Kentucky.

The company is simultaneously continuing capacity expansions at
both the Shizuoka and Harrodsburg facilities, which are expected
to be operational this year. Ongoing capacity expansions at
SCP's Asan plant will also continue to be brought on line, as
the company grows to keep pace with the high customer demand of
the LCD industry in South Korea.

"Corning's leading market position is directly attributable to
our combination of customer partnerships, technical capability
and manufacturing excellence," said James P. Clappin, general
manager of Corning Display Technologies. "Our proprietary fusion
technology is fully scalable to fifth and sixth generation and
larger sheet sizes. We are currently producing glass that is
approaching three square meters with what is considered to be
the highest surface quality in the industry. We've perfected our
fusion process, so that when our customers are ready to move to
even larger glass substrates with tighter quality specifications
- Corning plans to supply it."

The rapid growth of the flat panel display industry, coupled
with the movement to larger glass sheets by LCD manufacturers,
has continued to increase customer demand for LCD glass
substrates year-over-year. As noted by Peter F. Volanakis,
president of Corning Technologies, at the company's annual
investment conference in New York City on February 7, Corning
expects over 70% of all desktop computer monitors to be LCD by
2006. Glass demand in Taiwan's AMLCD industry, which is focused
on large displays used in LCD desktop monitors, notebook
computers, and LCD-TVs, has more than doubled in volume over
last year.

Established in 1851, Corning Incorporated (www.corning.com)
creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products in its
Telecommunications segment. Corning's Technologies segment
manufactures high-performance display glass, and products for
the environmental, life sciences and semiconductor markets.

                         *     *    *

As previously reported in the Troubled Company Reporter,
Standard & Poor's lowered its ratings on two synthetic
transactions related to Corning Inc., to double-'B'-plus from
triple-'B'-minus.

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on July
29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                       RATINGS LOWERED

          Corporate Backed Trust Certificates Corning
               Debenture-Backed Series 2001-28 Trust

     $12.843 million corning debenture-backed series 2001-28

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-

          Corporate Backed Trust Certificates Corning
              Debenture-Backed Series 2001-35 Trust

       $25.2 million corning debenture-backed series 2001-35

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-


DDI CORP: Appoints John Stumpf as Chief Financial Officer
---------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical,
technologically advanced interconnect services for the
electronics industry, announced the appointment of John Stumpf
to Chief Financial Officer. Joe Gisch, the Company's current
CFO, will become Senior Vice President, Strategic Planning and
Business Development and lead the Company's financial
restructuring initiatives.

Mr. Gisch has served as Chief Financial Officer of DDi since
1995, leading the Company's financial activities and merger and
acquisition initiatives. In his new position, he works with the
Company's financial advisors and leads discussions with its
senior lenders and noteholders to achieve a balance sheet
restructuring that will reduce debt and improve DDi's financial
health.

Mr. Stumpf brings over 15 years of experience in the financial
and accounting arenas to the position. He has served as DDi's
Corporate Controller and Vice President of Finance since 1998,
overseeing a wide range of financial matters including investor
communications and financial reporting, planning and analysis.
In addition, Mr. Stumpf has played a vital role on the merger
evaluation and integration team leading to several successful
acquisitions. He also has provided expertise during DDi's
initial public offering, subsequent offerings and bank
negotiations. Further, he has supported the Company's operations
in numerous important business initiatives, including, most
recently, operational restructuring and implementing processes
to assess and optimize product profitability.

"John has been an integral part of the management team at DDi
and brings a wealth of experience to his new role," said Bruce
McMaster, Chief Executive Officer of DDi. "As we move to address
the Company's long term financing needs, John will manage the
Company's day-to-day financial operations while Joe spearheads
our financial restructuring efforts."

Prior to joining DDi, Mr. Stumpf was Assistant Vice President of
Finance Accounting at Avco Financial Services, a $2 billion
multinational subsidiary of Textron, Inc. with responsibility
for operational accounting and financial reporting. Previously,
Mr. Stumpf served as a Senior Auditor at KPMG, overseeing audit
engagements of mid-market enterprises in a number of industries.
He has a B.S. in Business Administration from Cal-Poly State
University at San Luis Obispo and is a Certified Public
Accountant.

DDi, whose December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $37 million, is a leading
provider of time-critical, technologically advanced, electronics
manufacturing services. Headquartered in Anaheim, California,
DDi and its subsidiaries, with fabrication and assembly
facilities located across North America and in England, service
approximately 2,000 customers worldwide.


DELTA AIR LINES: February 2003 Traffic Slides-Down 1.1%
-------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the
month of February 2003. System traffic for February 2003
decreased 1.1 percent from February 2002 on a capacity decrease
of 3.8 percent.  Delta's system load factor was 68.6 percent in
February 2003, up 1.9 points from the same period last year.

Domestic traffic in February 2003 increased 1.4 percent year
over year on a capacity decrease of 2.7 percent.  Domestic load
factor in February 2003 was 69.0 percent, up 2.8 points from the
same period a year ago.  International traffic in February 2003
decreased 10.0 percent year over year on an 8.2 percent decrease
in capacity.  International load factor was 67.3 percent, down
1.3 points from February 2002.

Inclement weather during the month of February adversely
affected Delta's operational performance.  During February 2003,
Delta operated its schedule at a 96.9 percent completion rate,
compared to 98.6 percent in February 2002. Delta boarded
7,616,824 passengers during the month of February 2003.

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 5,619 flights each day to 438 destinations in
78 countries on Delta, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please go to
http://www.delta.com  

Delta Air Lines' 10.375% bonds due 2022 are currently trading at
about 65 cents-on-the-dollar.


DELTA MILLS: Launches "Modified Dutch Auction" Note Tender Offer
----------------------------------------------------------------
Delta Woodside Industries, Inc., (NYSE: DLW) and its wholly-
owned subsidiary Delta Mills, Inc., announced that Delta Mills
has commenced a "Modified Dutch Auction" tender offer for a
portion of its outstanding 9-5/8% Senior Notes due 2007.

Delta Mills is inviting holders to submit offers to sell notes,
at a price determined by each holder, within a range of $750 to
$790 per $1,000 principal amount upon the terms and conditions
specified in the Offer to Purchase dated March 5, 2003. Holders
whose notes are accepted for purchase will also receive accrued
and unpaid interest on those notes upon consummation of the
tender offer.

The tender offer will expire at 5:00 p.m., New York City time,
on April 2, 2003, unless extended or earlier terminated. Tenders
of notes may be made or withdrawn at any time prior to the
Expiration Date.

Delta Mills is making the tender offer by way of a "Modified
Dutch Auction" procedure. Under this procedure, Delta Mills will
accept notes offered for sale in the following order: first,
offers to sell notes at $750 per $1,000 principal amount and
continuing with offers to sell notes in order of increasing
offer price, until Delta Mills has spent (at the Clearing Price
described below) approximately $15.8 million (excluding accrued
interest). Delta Mills will pay to all holders whose offers are
accepted the highest price offered for notes that are accepted
for purchase by Delta Mills, even if that price is higher than
the price offered by such holder. If the aggregate principal
amount of notes offered at the Clearing Price exceeds the
maximum principal amount of notes that may be accepted by Delta
Mills at the Clearing Price under the foregoing procedure,
acceptances of offers at the Clearing Price will be allocated
among such notes on a pro rata basis according to the principal
amount so offered. The offer will be funded by borrowings under
Delta Mills' revolving credit facility. Consummation of the
tender offer is subject to the satisfaction of certain
conditions described in the Offer to Purchase.

The terms and conditions of the tender offer are set forth in
Delta Mills' Offer to Purchase dated March 5, 2003. This press
release is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of an offer to sell any notes. The
offer may only be made pursuant to the terms of the Offer to
Purchase and related Letter of Transmittal.

Banc of America Securities LLC is the exclusive dealer manager,
The Bank of New York is the depositary, and D.F. King & Co.,
Inc. is the information agent in connection with the tender
offer. Copies of the Offer to Purchase and related offer
documents may be obtained from the information agent at 800-967-
7921 (toll free) or 212-269-5550 (collect). Additional
information concerning the terms of the tender offer may be
obtained by contacting Banc of America Securities LLC at 888-
292-0070 (toll free) or 704-388-2842 (collect).

The Company also announced the closing of its Catawba Plant, a
yarn only facility located in Maiden N. C. The closing is
consistent with the Company's mission of cost reductions to
remain competitive in today's world market. The plant closing
will not affect the weaving and finishing capacity of the
Company. The Company is currently negotiating with yarn
producers to outsource the Company's yarn requirements
previously satisfied by the plant. The Company projects that it
will incur third quarter costs in the range of $400,000 to
$500,000 for asset impairments and closing costs.

Bill Garrett, President and CEO commented, "This is a very
difficult decision that we regret having to make; however, we
can no longer justify keeping this facility open. The 112
associates displaced by this move have been loyal and dedicated
employees and will be missed. We are working to place as many of
these people as possible in our other facilities and with other
employers in the area."

Delta Woodside Industries, Inc. -- whose corporate credit rating
is currently rated at CCC by Standard & Poor's -- is
headquartered in Greenville, South Carolina. Through its wholly
owned subsidiary, Delta Mills, it manufactures and sells textile
products for the apparel industry. The Company employs about
1,600 people and operates five plants located in South Carolina.


DEVON MOBILE: Completes Private Sales of 72 Wireless Towers
-----------------------------------------------------------
Devon Mobile Communications, L.P., has closed on the sale of 72
of its 75 wireless communications towers through an auction
conducted on November 8, 2002 and private sales shortly
thereafter under Section 363 of the United States Bankruptcy
Code. Devon Mobile's financial advisor, Legg Mason Wood Walker,
Incorporated was assisted by Nations Media Partners in the sale
of these towers. Seven bidders participated in the auction and
each bidder acquired at least one tower. The towers were located
in Devon Mobile's Pennsylvania, New York and Virginia wireless
markets. Devon Mobile expects the remaining three towers to
close during the upcoming months.

Devon Mobile also announced that it has received Federal
Communications Commission approval for the assignment of its
wireless PCS licenses in the Roanoke, Charlottesville and
Harrisonburg, Virginia markets to a subsidiary of T-Mobile USA,
Inc., who purchased Devon's rights to the licenses in an auction
conducted on December 12, 2002. These markets comprise a total
population of approximately 1 million. T-Mobile also agreed to
acquire various network assets in six of Devon Mobile's eight
Virginia wireless markets.

Devon Mobile issued public notice on February 18, 2003 that it
will auction its nine contiguous Pennsylvania wireless markets,
including 10 MHz in Pittsburgh, on March 12, 2003. These markets
cover territories that comprise a total population of
approximately 3.5 million. This auction will take place at 11:00
a.m. in the offices of Devon Mobile's bankruptcy counsel, Brown
Raysman Millstein Felder & Steiner in New York City. Bid
procedures have been approved by the Bankruptcy Court and may be
obtained from Brown Raysman -- Attention: Gerard S. Catalanello,
(212) 895-2635 or Legg Mason -- Attention: Steven R. Soraparu,
(410) 454-5104. Qualifying offers are due by 5:00 p.m. March 7,
2003.

"We have carefully examined our options and have chosen a course
that maximizes value for all interested parties," said Lisa-Gaye
Shearing Mead, president of Devon G.P., Inc. "We are also
pleased that we have been able to make significant progress in
this difficult market environment." Legg Mason managing director
Jeffrey R. Manning added, "The team at Devon Mobile has
continued to work hard for the benefit of all stakeholders."

Devon Mobile was established in 1995. Devon GP owns 50.1% of the
partnership interests and Adelphia Communications Corporation
owns 49.9%. Together with its direct debtor and non-debtor
subsidiaries, Devon Mobile is a personal communications service
company with PCS networks and/or licenses in six states: Maine,
New Hampshire, western New York, western Pennsylvania, Vermont
and western Virginia. Devon Mobile and its subsidiaries hold 31
Federal Communications Commission licenses that permit them to
build, operate and maintain PCS networks in certain areas of
those states. The license areas comprise a total population of
approximately 8.8 million.

Legg Mason Wood Walker, Incorporated is a wholly-owned
subsidiary of Legg Mason, Inc. (NYSE: LM), a Baltimore, MD-based
holding company that provides asset management, securities
brokerage, investment banking, and related financial services
through its subsidiaries.


DIAMOND ENTERTAINMENT: Balmore S.A. Discloses 9.9% Equity Stake
---------------------------------------------------------------
Balmore S.A. beneficially owns 9.9% of the outstanding common
stock shares of Diamond Entertainment Corporation.  Of the total
55,835,350 shares held the firm has sole voting and dispositive
powers.
         
The aggregate amount of stock reported represents the maximum
number of shares that Balmore S.A. can beneficially control
under a contractually stipulated 9.9% ownership restriction. The
full conversion of Balmore's Convertible Preferred Stock and the
exercise of its warrants would exceed this restriction.

The company distributes budget videos and DVDs (priced $1.99-
$12.99), including collections starring Abbott and Costello,
Ozzie and Harriet, and Martin and Lewis. Its some 750 video
titles -- most in the public domain -- include motion pictures,
television episodes, sports, software tutorials, cartoons, and
educational programs. Diamond Entertainment also sells
childrens' toys through Jewel Products International. Its
CineChrome division sells greeting cards. The company sells
through mass merchandisers, consignment arrangements with a mail
order catalog and retail chain, and through its Web site.

Diamond Entertainment's December 31, 2002 balance sheet shows a
working capital deficit of over $1 million, and a total
shareholders' equity deficit of about $509,000.


DICE INC: Gets Court Nod to Hire Ordinary Course Professionals
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its nod of approval to Dice Inc.'s application to continue
the employment of the professionals it utilizes in the ordinary
course of its business.

The Debtor reports that the services provided by the ordinary
course professionals include legal services with regard to
certain specialized matters or areas of the law other than
reorganization and bankruptcy law, investor relations services
and public relations services.  In addition, the Debtor may
employ other professionals in the ordinary course of business,
such as appraisers, brokers, consultants, engineers, and
auctioneers.

The Debtor is authorized to pay the professionals 100% of the
fees and disbursements incurred, upon the submission and the
Debtor's approval of an appropriate invoice setting forth in
reasonable detail the nature of the services rendered and
disbursements actually incurred.  Provided, however, that such
interim fees and disbursements do not exceed $10,000 per month
per Ordinary Course Professional on average over any six-month
period.

Dice Inc., provides career management solutions to tech
professionals via online job board, dice.com, through non-debtor
subsidiary Dice Career Solutions, Inc., and certification
preparation and assessment products through non-debtor
subsidiary MeasureUp, Inc.  The Company filed for chapter 11
protection on February 14, 2003 (Bankr. S.D.N.Y. Case No. 03-
10877). Robert Joel Feinstein, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $38,795,000 in total assets and
$82,080,000 in total debts.


DIVINE INC: Brings-in Latham & Watkins as Bankruptcy Counsel
------------------------------------------------------------
divine, inc., and its debtor-affiliates ask for authority from
the U.S. Bankruptcy Court for the District of Massachusetts to
retain Latham & Watkins Illinois LLC as their attorneys.

The attorneys leading the engagement are Douglas Bacon, Esq.,
Stephen R. Tetro, Esq., Adam R. Skilken, Esq., Mark D. Gerstein,
Esq., Julian T. H. Kleindorfer, Esq., Alex Voxman, Esq., and
Steven L. Scesa, Esq.

Because of their prepetition representation of the Debtors and
their work done in assisting the Debtors with the preparation
for filing these bankruptcy cases, Latham & Watkins' attorneys
have become familiar with the complex factual and legal issues
that will have to be addressed in these cases. The retention of
Latham & Watkins, with its knowledge of and experience with the
Debtors and the industry in which they operate will contribute
to the efficient administration of the estates thereby
minimizing the expense to the estates.

The Debtors require Latham & Watkins to render legal services
relating to the day-to-day administration of these chapter 11
cases and the myriad problems that may arise in this case,
including:

  a. advising the Debtors of their powers and duties as debtors-
     in-possession in the continued management of their affairs;

  b. providing assistance, advice and representation concerning
     the confirmation of any proposed plan of reorganization or
     liquidation and solicitation of any acceptances or
     responding to rejections of such plan;

  c. providing assistance, advice and representation concerning
     the possible sale or liquidation of the Debtors' assets;

  d. providing assistance, advice and representation concerning
     any further investigation of the assets, liabilities and
     financial condition of the Debtors that may be required
     under local, state or federal law;

  e. representing the Debtors at hearings or matters pertaining
     to their affair as debtors-in-possession;

  f. prosecuting and defending pending litigation matters and
     such other matters that might arise during the chapter 11
     cases;

  g. providing counseling and representation with respect to
     assumption or rejection of executory contracts and leases,
     sale of assets and other bankruptcy-related matters arising
     from these cases;

  h. in conjunction with other counsel, rendering advice with
     respect to general corporate and litigation issues relating
     to these cases, including, but not limited to, securities,
     corporate finance, tax, and commercial matters; and

  i. performing such other legal services as may be necessary
     and appropriate for the efficient and economical
     administration of these chapter 11 cases.

Latham & Watkins' hourly rates range from:

          Partners                 $395 to $625 per hour
          Of Counsel               $350 to $395 per hour
          Associates               $195 to $360 per hour
          Paralegals               $115 to $245 per hour
          Paralegal Assistants     $70 to $100 per hour

The Professionals expected to be most active in divine's case
and their hourly billing rates are:

          Partners
          --------
          Douglas Bacon            $520 per hour
          Nancy Hunter             $495 per hour
          Mark Gestein             $550 per hour
          Alex Voxman              $475 per hour
          Julian Kleindorfer       $425 per hour

          Associates
          ----------
          Stephen R. Tetro         $360 per hour
          Steven Scesa             $345 per hour
          Adam Skilken             $285 per hour
          Darren Erman             $285 per hour
          Angelique Smith          $260 per hour
          Brendan Beasley          $225 per hour
     
          Paralegal
          ---------
          Brigitte Windley         $170 per hour

Divine, Inc., an affiliate of RoweCom Inc., is an extended
enterprise company, which serves to make the most of customer,
employee, partner, and market interactions, and through a
holistic blend of Technology, services, and hosting solutions,
assist its clients in extending their enterprise.  The Company
filed for chapter 11 protection on February 25, 2003 (Bankr.
Mass. Case No. 03-11472).  Richard E. Mikels, Esq., at Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo represents the Debtors in
their restructuring efforts.  When the Debtors filed or
protection from their creditors, they listed $271,372,593 in
total assets and $191,957,065 in total debts.


DOBSON COMMS: Fourth Quarter 2002 Results Show Strong Growth
------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) reported net
income of $8.3 million for its fourth quarter ended December 31,
2002, compared with a net loss of $29.4 million for the final
quarter of the previous year. Net income for the fourth quarter
of 2002 included non-cash income tax expense of $5.3 million.

Dobson recorded net income applicable to common shareholders for
the final quarter of $25.6 million, which included non-cash
dividends of $22.8 million on preferred stock and a gain of
$40.1 million for the excess of carrying value over the
repurchase price of preferred stock. This $40.1 million
reflected the repurchase, through a subsidiary of Dobson
Communications, of $66.6 million (liquidation preference amount)
of its 12.25% and 13% Senior Exchangeable Preferred Stock during
the fourth quarter.

For the fourth quarter of 2001, Dobson recorded a $52.3 million
net loss applicable to common shareholders, which was based on a
net loss of $29.4 million and non-cash dividends of $22.9
million on preferred stock. Dobson's fourth quarter 2001 net
loss of $29.4 million also included a charge of $16.7 million,
net of taxes, for amortization of licenses. Licenses are not
amortized in 2002 results due to the adoption of SFAS No. 142.

Dobson's EBITDA was $70.2 million for the fourth quarter of
2002, an 18 percent increase over last year's fourth quarter
EBITDA of $59.5 million. This strong increase reflected an
EBITDA margin of 44.0 percent of total revenue in the fourth
quarter, compared with 39.7 percent for the same quarter last
year. Higher profitability in its local service business helped
the Company's margins in the fourth quarter, along with lower
sales volumes that reduced variable sales and marketing
expenses.

EBITDA represents earnings before interest, taxes, depreciation,
amortization, loss from investment in joint venture, income
(loss) from discontinued operations, loss from change in
accounting principle and income from extraordinary items.

Dobson's reported 58,200 gross subscriber additions for the
fourth quarter of 2002, compared with 65,000 for the same
quarter last year. Net subscriber additions for the quarter of
18,900, reflecting customer churn of 1.8 percent. For the fourth
quarter last year, Dobson reported 30,400 total net subscriber
additions and churn of 2.1 percent.

The Company reported total revenue of $159.4 million for the
fourth quarter ended December 31, 2002, an increase of 6 percent
over total revenue of $150.1 million for the same quarter of the
previous year. Local service revenue increased 11 percent to
$94.8 million, compared with $85.4 million for the fourth
quarter last year.

Fourth quarter roaming revenue declined slightly to $59.7
million from $59.9 million in the fourth quarter of 2001.
Roaming traffic on the Dobson network was approximately 36
percent higher in the fourth quarter of 2002 than it was in the
same period last year, offset by expected declines in roaming
yields in 2002.

In the fourth quarter, Dobson continued to sell a high
percentage of calling plans that concentrate call traffic on its
network and those of its major roaming partners. Sales of local
and preferred network calling plans accounted for 69 percent of
gross subscriber additions.

Average revenue per unit for the fourth quarter of 2002 of
approximately $43, in line with ARPU for the same quarter last
year.

The Company continued to reduce cash cost per unit (CCPU) on a
year-over-year basis. In the fourth quarter of 2002, CCPU was
approximately $21, down from $23 for the same period last year,
despite average customer minutes of use (MOUs) increasing almost
20 percent in the most recent quarter. CCPU reflects local
operating costs and excludes the costs of subscriber acquisition
and costs associated with the Company's roaming, or wholesale,
business. Consequently, Dobson's fourth quarter EBITDA margin on
its local service revenue rose to 23.7 percent, compared with
13.6 percent for the same quarter last year.

Capital expenditures were approximately $18.8 million in the
fourth quarter, bringing total 2002 capital expenditures to
$83.9 million.

At December 31, 2002, Dobson had $294.5 million in unrestricted
cash and approximately $14.2 million in restricted cash in
escrow related to the four properties it sold to Verizon.
However, approximately $7.1 million was released from escrow in
February 2003 and, as required, was used to pay down Dobson
credit facilities. At the end of the quarter, Dobson had
approximately $125 million in available borrowing capacity under
its subsidiaries' credit facilities.

          Debt and Preferred Stock Obligations Reduced

From the inception of its repurchase program to date, Dobson has
repurchased a total of approximately $168 million (liquidation
preference amount) of its preferred stock. Of this amount, the
Company repurchased $41.1 million in the third quarter of 2002,
$66.6 million in the fourth quarter, and $59.9 million in the
first quarter of 2003, at a costs of $10.9 million, $27.8
million and $36.4 million respectively.

Dobson also repurchased $11.5 million (principal value) of
12.25% Dobson/Sygnet Senior Notes in the third quarter, at a
cost of $8.9 million.

This reflects the cancellation of $107.7 million in preferred
stock that was repurchased prior to year-end 2002, along with
$1.3 million in dividends. The effects of the $59.9 million in
preferred stock that was repurchased in the first quarter of
2003 will be reflected on the March 31, 2003 balance sheet when
Dobson reports its first quarter.

Dobson's current balance sheet also continues to include $200
million in Dobson Series AA Preferred Stock, which is owned by
AT&T Wireless. In December 2002, Dobson signed a definitive
agreement to exchange its two properties in California for AT&T
Wireless' two properties in Alaska. Upon completion of this
agreement, AT&T Wireless has agreed to transfer to Dobson all of
its outstanding Series AA preferred stock, which Dobson plans to
cancel. Completion of the exchange remains subject to federal
regulatory approvals and certain other conditions, as set out in
the Asset Exchange Agreement.

"We are focused on strengthening our balance sheet by reducing
overall leverage," said Everett R. Dobson, president, chairman
and chief executive officer. "We began last year by selling four
properties to Verizon Wireless and using the proceeds to reduce
debt by $325 million. Since then we have repurchased another
$168 million in preferred stock, which we have cancelled or will
cancel at the end of the current quarter.

"Altogether since the beginning of 2002, we have reduced our net
debt and PIK leverage multiple to 5.8X from 8.2X. This includes
the reduction in Dobson's credit facility and all PIK and debt
repurchases, and it assumes completion of the AT&T Wireless
property swap," he said. "These balance sheet improvements will
also save slightly more than $50 million annually in dividend
and interest payments."

The Company may from time to time continue to repurchase
preferred stock or senior notes in open market or privately
negotiated transactions at prices that the Company deems
appropriate.

                    Dobson CC Limited Partnership

As previously disclosed, Dobson's principal stockholder, Dobson
CC Limited Partnership has a credit agreement with Bank of
America, N.A. DCCLP has pledged certain assets, including
securities that represent controlling interests in DCCLP and in
Dobson Communications, against the loan. The current term of the
loan expires on March 31, 2003, unless extended. If the loan is
not paid at maturity or if a default occurs under the loan
agreements, and if the lender elects to foreclose on the
collateral, Dobson could experience a change of control.

Upon a change of control, Dobson Communications and its
subsidiary, Dobson/Sygnet Communications Company
(Dobson/Sygnet), would be required to offer to purchase each of
their outstanding senior notes at 101% of the principal amount,
plus accrued and unpaid interest. In addition, Dobson
Communications would be required to offer to purchase its
outstanding senior preferred stock at 101% of the aggregate
liquidation preference. There can be no assurance that the two
entities would have the funds necessary to complete these
repurchases.

If either failed to complete the purchases of the tendered
senior notes, the note holders or their indenture trustees would
be entitled to accelerate the maturity of the senior notes. If
Dobson Communications failed to complete the purchase of its
outstanding senior preferred stock, the holders of those two
series of senior preferred stock would be entitled to elect two
additional directors to Dobson's board of directors. The Dobson
and Dobson/Sygnet credit facilities prohibit them from making
the required offers to purchase.

A change of control would also constitute an event of default
under the bank credit facilities of Dobson and Dobson/Sygnet,
entitling the lenders to accelerate the maturity of credit
facility debt.

Representatives of DCCLP are currently in discussions with Bank
of America concerning a possible extension or restructuring of
the loan. There can be no assurance that DCCLP will be
successful in these discussions.

                 American Cellular Corporation

American Cellular reported a net loss applicable to common
shareholders of $424.1 million for the quarter ended
December 31, 2002, almost all of which was attributable to an
impairment of goodwill of $423.9 million. Under SFAS No. 142,
wireless companies must re-evaluate at least annually the value
of their licenses and goodwill related to acquisitions,
recording charges if current values on licenses and properties
have declined. American Cellular's impairment charge in the
fourth quarter of 2002 did not impact Dobson, because Dobson had
previously written off its investment in American in June 2002.

For the fourth quarter of 2001, American recorded a net loss of
$37.0 million. This included a charge of $23.1 million, net of
taxes, related to the amortization of licenses and goodwill.

American Cellular's EBITDA increased approximately 19 percent to
$45.1 million for the quarter, compared with $37.9 million for
the same period last year. EBITDA margin was 39.9 percent,
compared with 36.4 percent in the fourth quarter last year.

American Cellular's increased EBITDA reflected its continued
success in selling calling plans that concentrate customer
traffic on its networks and those of its major roaming partners.
Approximately 77 percent of fourth quarter gross subscriber
additions represented sales of local and preferred calling
plans. A lower number of analog-to-digital migrations in this
year's fourth quarter - 5,000 versus 11,500 last year - also
accounted for some of the improvement in EBITDA margin.

Net subscriber additions for the quarter were 17,300, compared
with 24,400 for the same quarter last year. American's churn for
the fourth quarter was 2.0 percent, compared with 1.8 percent in
the fourth quarter of 2001.

American reported total revenue of $112.9 million for the fourth
quarter of 2002, an increase of 8 percent over $104.3 million
for the same period last year. Local service revenue at the
company was $76.3 million for the quarter, an increase of 12
percent over the total of $68.4 million for the same quarter of
2001.

Roaming revenue for the fourth quarter of 2002 was approximately
$32.7 million, compared with $31.1 million for the same quarter
last year.

Average revenue per unit (ARPU) for the fourth quarter of 2002
was approximately $39, compared with $38 for the same quarter
last year. Cash cost per unit (CCPU) in the fourth quarter was
approximately $18, compared with CCPU of approximately $21 for
the same period last year, despite a 15 percent increase in its
monthly average customer minutes of use (MOUs). EBITDA margin on
local service revenue consequently rose to 24.8 percent for the
fourth quarter, compared with 19.2 percent for the same quarter
last year.

American Cellular's capital expenditures were approximately
$10.0 million in the fourth quarter, bringing its year-to-date
total to $48.8 million.

American Cellular had approximately $15.9 million unrestricted
cash and $42.3 million in restricted cash on its balance sheet
as of December 31, 2002. Of the restricted cash, $34.1 million
is in escrow to pay the April 2003 interest payment on its 9.5%
Senior Subordinated Notes. The remaining $8.2 million was in
escrow on December 31, 2002, related to the sale of the
Tennessee RSA No. 4 to Verizon. In February 2003, approximately
$4.1 million was released from escrow and used to reduce the
amount outstanding on American's bank credit facility.

Since June 30, 2002, American Cellular has not been in
compliance with the total debt leverage ratio covenant in its
bank credit facility. Consequently, American Cellular's banks
have the right, but not the obligation, to accelerate repayment
of the outstanding balance of its credit facility, which at
December 31, 2002, was approximately $894.3 million, down from
$904.9 million at September 30, 2002. To date, no such
acceleration has occurred, and American Cellular's management
continues to hold discussions with its bank lenders and with
representatives of certain of the ACC bondholders concerning a
potential reorganization.

As a result of the non-compliance, the bank commitment amount on
the American Cellular credit facility was reduced to outstanding
borrowings on December 31, 2002, and the company currently has
no available borrowing capacity.

American Cellular's debt is non-recourse to Dobson
Communications and to American Cellular's other owner, AT&T
Wireless.

Dobson Communications is a leading provider of wireless phone
services to rural and suburban markets in the United States.
Headquartered in Oklahoma City, the rapidly growing Company owns
or manages wireless operations in 17 states. For additional
information on the Company and its operations, please visit its
Web site at http://www.dobson.net  

As reported in Troubled Company Reporter's February 26, 2003
edition, Moody's Investors Service confirmed its ratings for
Dobson Communications Corporation, and its subsidiaries.

The rating action mirrors Dobson's strong liquidity and modest
near term debt amortization requirements.

Outlook is revised to negative from stable, reflecting the
challenges that the communications business encounters today.

                    Ratings Confirmed

   Dobson Communications Corporation                   Ratings

     * Senior Implied                                     B1
     * $300 million 10.875% Senior Notes due 2010         B3
     * 12.25% Exchangeable Preferred Stock due 2008      Caa2
     * 13.0% Exchangeable Preferred Stock due 2009       Caa2

   Dobson Operating Company, LLC

     * $925 million secured credit facility               Ba3

   Dobson/Sygnet Communications Company

     * $200 million 12.25% Senior Notes due 2008          B3


EKNOWLEDGE GROUP: Arranges Interim Financing with Amara Group
-------------------------------------------------------------
Corona, CA based eKnowledge Group, Inc. (OTC Bulletin Board:
EKWL) has opened a working capital line with The Amara Group,
Inc., as part of its impending merger with American Affinity
Partners, Inc. The working capital line provides up to $250,000
in capital under certain conditions including but not limited to
operating performance objectives, restructuring the existing
balance sheet and completion of the merger with American
Affinity Partners, Inc.

Gary Saunders, CEO of eKnowledge added, "Unaudited financials
from American Affinity Partners shows that they will add over $2
million in revenue to our company, and with the ability to add
some working capital and reducing some of our balance sheet
stress, a strong company poised for attractive growth is the
expected result."

David Walters, Managing Director of The Amara Group, Inc.
commented, "We believe that the combined intellectual property,
customer bases and distribution channels for the combined
companies makes for an attractive investment opportunity. We
look for undervalued and profitable businesses to support and
this combination fits the mark."

eKnowledge is an e-Learning Company utilizing interactive video
and active learning to meet knowledge objectives. Through its
products, eKnowledge provides training to over 500 local
government cities, counties, agencies, districts, and risk pools
via a Public Sector e-Learning Coalition. Through its services,
eKnowledge customizes other organizations' training, education,
marketing, and other programs for delivery over the Internet or
upon CD-ROM.

EKnowledge Group's September 30, 2002 balance sheet shows a
working capital deficit of about $1.5 million, and a total
shareholders' equity deficit of about $1.4 million.

The Amara Group, Inc.(TM) is a Southern California based
merchant banking firm. As a "transition investor", Amara focuses
on companies and investors that are experiencing challenges in
the micro and small cap market space, generally companies with
under a $500 million market capitalization. Amara can deliver
capital and advice to help companies create and execute
appropriate "capital market strategies" to enhance and create
stakeholder value and liquidity. Additionally, Amara is a
sponsor of the "Value Under the Radar" series of conferences
focused on "Orphan Public Companies" with market capitalizations
under $500 million.

More information about Amara can be found at
http://www.amaragroup.com  

AAP is a provider of software solutions and services to human
resource departments in various vertical markets servicing such
industries as auto, diesel repair, aircraft repair and
maintenance and related industries. AAP has a suite of solutions
and proprietary delivery mechanisms for its benefit programs
including products specifically tailored for the PEO industry.
For more information visit
http://www.americanaffinitypartners.com


ENCOMPASS SERVICES: Files Joint Plan and Disclosure Statement
-------------------------------------------------------------
Encompass Services Corporation has taken a significant step
toward completion of its restructuring by filing its Joint Plan
of Reorganization and Disclosure Statement with the United
States Bankruptcy Court for the Southern District of Texas.

The plan contemplates that the Residential Services Group of
Encompass, which specializes in installing and servicing
heating, ventilation and air conditioning and plumbing systems
in newly constructed and existing homes, will be reorganized as
a new entity. The new company will be headquartered in Dayton,
Ohio, with operations in nine states.

The plan of reorganization is supported by an investment from
Wellspring Capital Management, a New York-based private equity
firm. The agreement will result in Wellspring and the
Residential Services Group management team owning all
outstanding shares of the new entity established to carry
forward the business.

"Upon confirmation of the reorganization plan, our new company
will be focused exclusively on residential services," said Eric
Salzer, who is the designated Chief Executive Officer of the new
organization. "We see tremendous potential for developing this
business going forward."

"Upon confirmation of the plan, the new company will be
positioned for solid growth and profitability with a well-
financed balance sheet," said Carl Stanton, Partner, Wellspring
Capital Management. "This business has an experienced management
team, a diversified customer base and a proven financial track
record. We are excited to be associated with the Residential
Services Group."

Encompass stated that it has completed the sale of substantially
all of the Company's assets outside of the Residential Services
Group during the pendency of the case.

"We are pleased to be submitting this plan to the Court," said
Michael F. Gries, Chief Restructuring Officer of Encompass
Services Corporation. "We have made significant progress with
our restructuring efforts in a short period. We expect to emerge
from Chapter 11 in the second quarter of 2003."

Hearings on the approval of the Disclosure Statement and
confirmation of the Plan are tentatively scheduled for April 9,
2003 and May 21, 2003, respectively.

The full text of the draft Joint Plan of Reorganization and
Disclosure Statement is available at www.encompass.com and,
following the filing of these documents with the Securities and
Exchange Commission, will be available at the SEC's Web site at
http://www.sec.gov  

The Residential Services Group provides heating, ventilation and
air conditioning, plumbing and other contracting services
primarily in single family, low-rise multifamily housing units
and small commercial buildings. Its services include new
installation and maintenance, repair and replacement work. The
Residential Services Group has approximately 2,300 employees.

Wellspring Capital Management LLC is a New York-based private
equity firm. The firm is focused on acquiring companies where it
can realize substantial value by contributing management
expertise, innovative operating and financing strategies, and
capital. For additional information, visit
http://www.wellspringcapital.com


ENCOMPASS SERVICES: Committee Hires Chanin Capital as Advisors
--------------------------------------------------------------
In October 2002, Encompass Services Corporation and its debtor-
affiliates commenced negotiations with an informal committee
comprised of certain holders of the Debtors' 10-1/2% Senior
Subordinated Notes due 2009 in an effort to reach a consensual
restructuring of their debt obligations.  During this time, the
Informal Committee retained Chanin Capital Partners LLC as its
financial advisor.  The Informal Committee later dissolved and
Chanin was released.

From the Petition Date through the formation of an official
unsecured creditors' committee, Chanin again provided advisory
services to the members of the Informal Committee and the
Debtors' unsecured creditors in general.  Two Informal Committee
members were later appointed to the official committee.

Subsequently, the Official Committee of Unsecured Creditors
sought and obtained the Court's authority to retain Chanin as
its financial advisors in these cases.

In particular, Chanin will provide:

  (a) analysis of the Debtors' operations, business strategy,
      and competition as well as an analysis of the industry
      dynamics affecting the Debtors;

  (b) analysis of the Debtors' financial condition, business
      plans, operating forecasts, management, and the prospects
      for future performance;

  (c) analysis of any merger, acquisition, divestiture, joint-
      venture, or new project transactions proposed by the
      Debtors;

  (d) financial valuation of the Debtors' ongoing operations;

  (e) assistance in developing, evaluating, structuring and
      negotiating the terms and conditions of a potential
      recapitalization, including the value of the
      securities, if any, that may be issued to unsecured
      creditors under a plan of reorganization or liquidation;

  (f) analysis of potential divestitures of the Debtors'
      operations;

  (g) forensic analysis and investigation of the Debtors,
      including all related party transactions; and

  (h) other financial advisory services with respect to
      financial, business and economic issues, as may arise
      during the course of the Debtors restructuring and as
      requested by the Committee.

Chanin will be paid $117,000 as monthly compensation for its
services.  Chanin will also be reimbursed of all reasonable out-
of-pocket expenses in connection with its engagement.  The
Creditors' Committee relates that the Debtors have paid Chanin
$150,000 for the services it rendered to the Informal Committee
from October 24, 2002 to November 24, 2002.  But Chanin was not
reimbursed for its expenses during this period.

Brent C. Williams, Senior Vice President of Chanin, assures
Judge Greendyke that the firm does not represent any other
entity having adverse interests in connection with these cases.  
In addition, Chanin is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code. (Encompass
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON: Examiner Concludes SPEs Can & Should Be Challenged
---------------------------------------------------------
Neal Batson, Esq., at Alston & Bird LLP, in his role as the
Court-appointed Examiner in Enron Corp.'s chapter 11 cases,
delivered his Second Interim Report dated January 21, 2003, to
the U.S. Bankruptcy Court for the Southern District of New York
late Wednesday.  

Mr. Batson advises that a future report will dig into equitable
subordination issues and look at whether Enron's officers,
directors, professionals and other third parties face liability
as a result of their involvement in Enron transactions --
especially those charged with disclosing or approving
transactions.  

In his Second Interim Report, Mr. Batson relates and concludes
that:

    (a) the special purpose entities played a significant role
        in Enron's collapse.  The risks described in a prophetic
        nid-2001 report to Enron's Board about a meltdown came
        true in the precise order described;

    (b) some SPE structures were not true sales, they should be
        recharacterized as loans, and they can be defeated
        through substantive consolidation -- and if successful,
        Mr. Batson sees $1.7 to $2.1 billion of value being
        restored to the Debtors' estates;

    (c) certain transfers made to Ken Lay and other Enron
        employees and professionals can be avoided using the
        bankruptcy code's strong-arm provisions;

    (d) some transfers from Enron to various SPEs can be avoided
        as constructively fraudulent or preferential under
        chapter 5 of the bankruptcy code and other applicable
        law -- potentially bringing another $2.9 billion of
        value to the Debtors' estates;

    (e) Enron employed, misused and exploited six specific
        accounting techniques:

           (1) FAS 140 Transactions used as bridge financings of
               illiquid assets that Enron intended to sell;

           (2) Tax Transactions having no business purpose and
               first made public in a Washington Post article
               dated May 21, 2002;

           (3) Non-Economic Hedges designed so that Enron would
               show profits as the value of underlying assets
               decreases;

           (4) Share Trust Transactions like Marlin and
               Whitewing;

           (5) Minority Interest Transactions that made equity
               investments look like debt obligations; and

           (6) Prepay Transactions became the "quarter-to-
               quarter cash flow lifeblood of Enron" and
               transactions like Yosemite IV were debt because
               no commodity price risk ever transferred to
               Citibank or Delta.

        In 2000, Mr. Batson's discovered, these six types of
        accounting transactions accounted for 96% of Enron's
        reported net income and 105% of its reported flow of
        funds from operations.  Were it not for these
        transactions, Enron's reported debt at Dec. 31, 2000,
        would have been $22.1 billion rather than $10.2 billion.  

    (f) Enron used the SPEs to manipulate its financial
        statements in violation of GAAP and other applicable
        law; and

    (g) Enron did not make adequate public disclosure about the
        SPEs and their economic risks.  "The total mix of
        information available about Enron," Mr. Batson says,
        "while sprinkled (particularly in hindsight) with omens
        of what was to come -- was not such that Enron can
        effectively claim that 'everyone knew' what it was
        doing."

Mr. Batson's First Interim Report reported on the results of the
Examiner's fact-finding activities and provided an initial
roadmap for where his investigation would go.

The Examiner's Second Interim Report was filed with the
Bankruptcy Court on March 5, 2003 (Doc. 9551).  In seven parts,
free copies of Mr. Batson's report are available at
http://www.elaw4enron.com


ENRON CORP: Sues Whitewing, et al., to Recover Preferences
----------------------------------------------------------
Pursuant to Sections 547 and 550 of the Bankruptcy Code, Enron
Corp. seeks to avoid and recover preferential transfers made to
Whitewing Associates LP, The Osprey Trust, Wilmington Trust
Company, United States Trust Company of New York, Oaktree
Capital Management LLC and John Hancock Life Insurance Company.

Enron controlled Whitewing, subject to the rights accorded to
Osprey.  The payments made that are subject to this Action are
made only to Whitewing.  However, Enron enjoined Osprey,
Wilmington, US Trust, Oaktree and Hancock as parties to this
Action to give them the fullest relief and conserve estate money
by having the disputes fully resolved with all interested
parties being provided the opportunity to be heard.

Peter Gruenberger, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that on October 5, 2000, Enron executed a
revolving promissory note in the maximum principal amount of
$1,715,105,859 in Whitewing's favor.  Within the one-year period
prior to the Petition Date, between December 3, 2000 and
December 2, 2001, Enron made these payments by check, wire
transfer or its equivalent to Whitewing in partial payment of an
antecedent debt represented by the Revolving Note:

    Payment Date               Payment Amount
    ------------               --------------
    December 7, 2000            $264,747,029
    December 21, 2000            281,660,566
    December 21, 2000             16,287,372
    December 22, 2000             37,723,332
    December 22, 2000             11,689,749
    December 29, 2000            158,236,533
    December 29, 2000             11,463,466
    February 23, 2001             11,689,749
    March 23, 2001                 9,351,800
    March 29, 2001                   375,000
    March 30, 2001                24,556,306
    May 25, 2001                   7,013,849
    June 29, 2001                121,865,681
    June 29, 2001                     10,595
                                -------------
    TOTAL                       $956,671,026

Mr. Gruenberger contends that the payments made, plus interest
constitute the preferential transfers than Enron seeks to avoid
and recover because:

    (a) the aggregate amount of the Voidable Transfers was
        property of Enron's estate;

    (b) during the time the Voidable Transfers were made,
        Whitewing was a creditor of Enron and Enron made the
        payments on account of the Revolving Note;

    (c) at the time of the payment of the Voidable Transfers,
        Enron was insolvent for purposes of Section 547(b) of
        the Bankruptcy Code;

    (d) Whitewing was an insider of Enron during the time the
        Voidable Transfers were made since at the time,
        Whitewing was, and still is, an Enron affiliate; and

    (e) the Voidable Transfers enabled Whitewing to receive more
        than it would have received if the case were a case
        under Chapter 7 of the Bankruptcy Code, the transfers
        had not been made and Whitewing had received payment of
        the debt to the extent provided by the Bankruptcy Code.

Accordingly, Enron seeks a Court order:

    (a) determining that the Voidable Transfers be avoided and
        set aside;

    (b) directing Whitewing to pay to Enron's estate the
        Voidable Transfers amounting to $956,671,026, plus
        interest accruing on the amount from and after the date
        each transfer was made; and

    (c) awarding to Enron attorney's fees, costs and interest.
       (Enron Bankruptcy News, Issue No. 58; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


EOTT ENERGY: Wins Approval to Assume Amended TST Lease Agreement
----------------------------------------------------------------
EOTT Energy Partners, L.P., and its debtor-affiliates sought and
obtained a Court order:

    (i) approving a settlement resolving all claims asserted by
        TST Briar Lake; and

   (ii) authorizing the assumption of the Lease, as modified by
        the Third Amendment dated January 27, 2003, the issuance
        of a replacement letter of credit and the release of the
        Old Letter of Credit.

Trey A. Monsour, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that, as part of their prepetition business
operations, the Debtors, as tenant, entered into a non-
residential lease of real property with TST, as landlord, on
March 13, 2000.  The Lease is for 67,500 square feet of office
space in One BriarLake Plaza located at 2000 West Sam Houston
Parkway South in Houston, Texas.  On September 5, 2000, the
Debtors and TST amended the Lease by the First Amendment to the
Lease Agreement.  The First Amendment stipulated the rentable
space of the Premises to be 64,057 square feet.  The Lease has
been further amended by a Second Amendment to the Lease
Agreement dated April 25, 2001.  The Lease will expire on
November 30, 2006.

Currently, Mr. Monsour informs the Court that the Debtors are in
default under the Lease for the October 2002 rent amounting to
$138,762.  Mr. Monsour explains that the October 2002 payment
did not clear the Debtors' bank account due to the Debtors'
commencement of their bankruptcy cases on October 8, 2002.  The
Debtors continue to occupy the premises, pay rent obligations
timely, and there are no other defaults under the Lease.

On January 8, 2003, TST filed a proof of claim against the
Debtors for $7,105,788.

Mr. Monsour explains that as a form of a security deposit
required under the Lease, Enron Corp., in connection with
Enron's credit facility with Standard Chartered Bank, caused to
be issued to TST a $1,500,000 letter of credit from Standard
Chartered -- the Old Letter of Credit.  As a condition to the
closing of the Enron Settlement Agreement, the Debtors agreed
that the Old Letter of Credit held by TST would be terminated
and a replacement letter of credit would be issued by Standard
Chartered Bank in the Debtors' name.  The Debtors and TST have
diligently negotiated the terms of a release of the Old Letter
of Credit and replacement with an identical letter of credit.

To effectuate their reorganization, the Debtors have decided to
assume the Lease with certain modifications memorialized in the
Third Amendment to the Lease Agreement dated January 27, 2003:

A. Reduction of Premises

   Effective as of the Debtors' delivery of vacant possession of
   space to TST, which will be no later than March 31, 2003 --
   Relinquishment Date, TST does agree to terminate the Debtors'
   possession with respect to a portion of the Premises equal to
   13,849 Rentable Square Feet on Floor 6 of the Building.  The
   Parties acknowledge and agree that from the Relinquishment
   Date:

   -- the Premises will consist of the Premises less the
      Relinquishment Premises;

   -- the Premises and the Agreed Area of the Premises will be
      stipulated by both Parties for all purposes to be 50,208
      Rentable Square Feet;

   -- the Debtors' Proportionate Share will be stipulated to be
      9.993%; and

   -- all of the Debtors' rights, privileged, duties and
      obligations accruing with respect to the Relinquishment
      Premises, including, without limitation, the Debtors'
      right to possession and use of the Relinquishment
      Premises, will terminate in all respects.

   The Debtors acknowledge and agree that although their rights
   of possession and use of the Relinquishment Premises are
   being terminated as of the Relinquishment Date, in no way
   will this be interpreted as a termination of the Lease with
   respect to the Relinquishment Premises, until the time as the
   earlier to occur of:

   (a) September 30, 2003; or

   (b) if TST relets the entirety of the Relinquishment
       Premises, the final commencement date under the new lease
       consummated by TST and third parties covering the
       entirety of the Relinquishment Premises, if no Event of
       Default exists at that time.

   At the Floor 6 Rent Termination Date, if no Event of Default
   by the Debtors exist, the Debtors will be released of all
   liabilities and obligations with respect to the  
   Relinquishment Premises;

B. Rent

   Until February 28, 2003, the Debtors will continue to pay the
   Fixed Rent, Tenant's Operating Payment and other sums payable
   pursuant to the Lease with respect to the entire Premises as
   currently provided in the Lease.

   From and after March 1, 2003, and continuing through the
   Expiration Date, the Fixed Rent with respect to the reduced
   Premises during the remaining portion of the Term will be
   computed in this schedule:

       Time Period            Per Annum     Per Month
       -----------            ---------     ---------
       03/01/03-11/30/03     $1,230,096     $102,508
       12/01/03-11/30/04      1,255,200      104,600
       12/01/04-11/30/05      1,280,304      106,692
       12/01/05-11/30/06      1,305,408      108,784

   Fixed Rent will be payable in equal monthly installments in
   advance on the first day of each month.  Effective March 1,
   2003, and continuing through the Expiration Date, the
   Debtors' Operating Payment payable with respect to the
   reduced Premises will be determined by TST and paid by the
   Debtors based on a revised Expense Stop equal to actual
   Operating Expenses and Taxes incurred by TST during the 2003
   calendar year.

   In addition, the Debtors will continue to pay Fixed Rent with
   respect to the Relinquishment Premises from and after
   March 1, 2003 and continuing through the Floor 6 Rent
   Termination Date, at the rate of $24.50 per square foot
   within the Relinquishment Premises per year or $28,275 per
   month.

C. Condition of the Premises

   The Debtors agree to retain possession of the reduced
   Premises as of the Relinquishment Date in its then current
   condition. The Parties each agree that this document
   constitutes the entire agreement of the Parties and there are
   no verbal representations, warranties or understandings
   pertaining to this Third Amendment.  The Debtors further
   acknowledge and agree that TST does disclaim any and all
   warranties, express or implied, including but not limited to
   those of fitness for a particular purpose, with respect to
   the premises or the improvements located therein.

D. Letter of Credit

   TST acknowledges the Debtors' delivery of a replacement
   Letter of Credit amounting to $1,250,000 issued by Standard
   Chartered Bank to be held as the Security Deposit under the
   Lease from and after the date thereof.  The Debtors
   acknowledge TST's release and delivery of the original Letter
   of Credit to them. Provided that no Event of Default by the
   Debtors is then continuing at any time, the required amount
   of the replacement Letter of Credit will be reduced in these
   amounts:

       Time Period                                 Amount
       -----------                                 ------
       3rd Amendment Effective Date - 09/30/03   $1,250,000
       10/01/03-09/30/04                            750,000
       10/01/04-11/30/05                            375,000

E. Relocation

   Article 28 will be added to the Lease regarding the
   Relocation Right and Condition of Substitute Premises.

F. Parking

   The Debtors will continue to pay parking rent on the existing
   allotment of 215 unreserved Employee Parking Spaces at the
   existing rates through February 28, 2003.  Effective as of
   March 1, 2003 through the Expiration Date, the Debtors
   parking allotment will be amended to be 215 unreserved
   Employee Parking Spaces and the Debtors' right to any spaces
   in excess of the 215 will be terminated on February 28, 2003.  
   The Debtors will lease the 215 unreserved Employee Parking
   Spaces on a "must-take and pay" basis throughout the
   remaining portion of the Term at $45 per space, which rate is
   subject to change from time to time.  The Debtors will not be
   required to pay parking rent with respect to the 215
   unreserved Employee Parking Spaces from March 1, 2003 to
   December 31, 2004.  TST will continue to provide the Debtors
   $100 per month in visitor parking validation coupons as
   currently provided in the Lease throughout the remaining
   portion of the Term.  If the Debtors require unreserved
   parking exceeding the 215 leased, TST will provide the spaces
   to the Debtors on a month-to-month basis at then current
   rate.

G. Deletion of Options

   The Expansion Option, Right of First Offer and Renewal Term
   provisions of the Lease are deleted in their entirety.

H. Signage

   The Debtors will no longer be entitled to identification
   signage in "first-tier" position on the Building's monument
   sign.  TST will be entitled to relocate the Debtors' existing
   sign from the first tier to another location on either the
   second tier or the third tier of the monument.

I. No Brokerage Commissions

   The Debtors represent and warrant to TST that they have not
   employed any agents, brokers or other parties who would be
   entitled to a commission in connection with this Third
   Amendment, and the Debtors agree to protect, defend,
   indemnify and hold TST harmless from and against any and all
   claims of all agents, brokers or other parties claiming a
   commission by or through the Debtors in connection with this
   Third Amendment.  The Debtors will not be responsible for any
   brokerage commissions payable in connection with TST's
   reletting of the Relinquishment Premises to third parties.

In view of the settlement, Mr. Monsour remarks, TST agreed to
release all prepetition claims other than the rent obligations
created by the Third Amendment and the claim for the cure of the
October 2002 rent amounting to $144,141.  Moreover, TST agreed
to release all postpetition claims, arising before the execution
of the Third Amendment, including the withdrawal of Proof of
Claim No. 7755.

Mr. Monsour convinced the Court that the Debtors' request is
warranted because:

  (a) the Lease is necessary for the Debtors' reorganization as
      the Premises are being used as their corporate
      headquarters where they run their day-to-day operations;

  (b) the assumption of the Lease, as modified, resolves all of
      TST's prepetition claims, including, but not limited to,
      the Proof of Claim;

  (c) the assumption resolves all postpetition claims that may
      have arisen before the execution of the Third Amendment;

  (d) with the assumption, the Debtors will not be forced to
      seek out new commercial office space for its day-to-day
      operations, which would be an additional administrative
      expense of these estates and would distract certain of
      the Debtors' key personnel from the reorganization
      efforts;

  (e) the settlement eliminates the potential for time consuming
      and costly litigation with an uncertain outcome;

  (f) the settlement provides for the release of the Old Letter
      of Credit, a condition to the closing of the Enron
      Settlement Agreement; and

  (g) the Debtors are able to resolve any dispute with TST
      concerning the Lease and they can move forward with their
      reorganization efforts. (EOTT Energy Bankruptcy News,
      Issue No. 12; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


FACTORY 2-U STORES: February Sales Tumble 15.2% to $28.8 Million
----------------------------------------------------------------
Factory 2-U Stores, Inc., (Nasdaq:FTUS) said that sales for the
four-week period ended March 1, 2003 were $28.8 million, a
decrease of 15.2% over sales of $34.0 million for the four-week
period ended March 2, 2002. Comparable store sales for the four-
week period ended March 1, 2003 decreased 7.7% versus a decrease
of 10.2% for the same period last year. The Company did not open
or close any stores for the four-week period ended March 1,
2003.

Bill Fields, Chairman and Chief Executive Officer, commented,
"Comparable store sales for February decreased primarily as a
result of low in-store inventories and, to a lesser extent,
inclement weather during the last week of February in many parts
of Texas and California. We ended the month of February with
average in-store inventories for comparable stores down 33%. For
February, our transaction counts were up 5%, while average
purchase size was down 13%. Our Home category business performed
the best with positive low single-digit comparable store sales
while all other merchandise categories had comparable store
sales in the negative high single-digit to low double-digit
range. Geographically, the San Antonio and Dallas, TX areas and
San Diego and Sacramento, CA areas performed the best with
comparable store sales in the negative low single-digit to
positive low single-digit range, while areas of the Pacific
Northwest and New Mexico performed the poorest with comparable
store sales in the negative low teens. "

Mr. Fields concluded, "We are beginning to see an increase in
the flow of new merchandise receipts and expect to reach optimal
inventory levels by the end of March. With the expected
completion of liquidating slow moving and aged goods from our
inventory mix in March and the improved flow of new goods into
our stores, we expect to be in a strong inventory position for
Easter business."

"We will provide a mid-month sales update for March on March 24,
2003 at 5:00 P.M. Eastern Standard Time. Those interested can
access this update message at 1-888-201-9603. This message will
remain available until April 21, 2003. We will release our March
sales results on April 9, 2003 after the market closes, or
approximately 4:00 P.M. Eastern Standard Time."

Factory 2-U Stores, Inc., operates 244 "Factory 2-U" off-price
retail stores which sell branded casual apparel for the family,
as well as selected domestics and household merchandise at
prices which generally are significantly lower than the prices
offered by its discount competitors. The Company operates 32
stores in Arizona, 3 stores in Arkansas, 64 stores in southern
California, 63 stores in northern California, 1 store in Idaho,
8 stores in Nevada, 9 stores in New Mexico, 1 store in Oklahoma,
15 stores in Oregon, 34 stores in Texas, and 14 stores in
Washington.

At February 1, 2003, Factory 2-U Stores, Inc.'s balance sheet
shows that its total current liabilities exceeded its total
current assets by about $3 million, while its total
shareholders' equity shrank to $44 million, from about $70
million recorded a year earlier.


FIRST CONSUMERS: S&P Keeps Lowered Transaction Ratings on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of First Consumers Master Trust's series 1999-A and
First Consumers Credit Card Master Note Trust's series 2001-A.
The ratings on all classes remain on CreditWatch with negative
implications, where they were placed March 28, 2002.

The lowered ratings reflect the reduced probability that First
Consumers National Bank's bankcard portfolio will be sold prior
to April 1, 2003, a date set by the Office of the Comptroller of
the Currency at which time FCNB must stop granting new credit to
its existing accounts as part of a plan to begin the liquidation
of its bankcard portfolio. The closing of the underlying
bankcard accounts may have some short-term positive impact on
the portfolio payment rate if higher quality obligors pay off
their accounts in full or complete balance transfers. In the
longer term however, it will most likely have a negative effect,
resulting in adverse selection from reduced payment collections
and fewer creditworthy obligors remaining in the pool. In
addition, eliminating the cardholder's ability to use the card
for purchases and cash advances may also reduce the incentive to
repay the loan to keep the credit line open and may lead to
higher charge-offs. A slowdown in obligor repayments will likely
extend the ultimate repayment period of the ABS transactions and
increase the loan loss exposure period.

Independent of the expected account closings, it is also
possible that series 1999-A and 2001-A will breach their
respective base rate triggers after the February 2003
performance month. Excess spread levels for both series have
been negative for December 2002 and January 2003 due primarily
to lower yield numbers following reduced sales of charge-off
accounts. Recoveries from these sales had been part of the
portfolios reported yield. Unless February excess spread levels
are greater than 4.3% and 5.5%, respectively, the three-month
average excess spread level will be negative. If this occurs, an
early amortization period will begin and investors should begin
to receive principal distributions in April 2003 as part of the
rapid amortization feature in each series.

The ratings on these transactions remain on CreditWatch due to
Standard & Poor's ongoing concern regarding the future servicing
of the portfolio in light of the OCC's direction that FCNB
relinquish its role as servicer for the master trust collateral
as part of its liquidation plan and performance implication as a
result of such a transfer.

In November 2002, the OCC approved FCNB's disposition plan
providing for the sale or liquidation of the company's bankcard
portfolio by April 30, 2003. The company's public filings
indicate that, since it was not able to sell the portfolio by
January of this year, it must now implement plans to liquidate
the portfolio. On Feb. 14, 2003, FCNB received instructions from
the OCC outlining a plan to liquidate its bankcard portfolio,
which included the following steps:

     -- To notify the trustee for each of its series that it is
        required to either be replaced with a successor servicer
        or to resign as servicer;

     -- To stop accepting new credit card applications and stop
        granting credit line increases to any of its existing
        credit card accounts; and

     -- To notify its existing cardholders that FCNB will not
        accept any new charges on their accounts after
        April 1, 2003.

In line with these requirements, FCNB has notified the Bank of
New York, the trustee for both transactions, that it intends to
either replace itself with a successor servicer, or resign as
servicer under the pooling and servicing agreement and the
transfer and servicing agreement for these series. According to
the governing documents for both transactions, the trustee for
each series is obligated to assume servicing responsibilities
until a successor servicer is appointed.

The OCC's restrictions on FCNB's ability to extend new credit
and increase credit lines have had the effect of slowing
portfolio growth, thereby increasing loss rates on a percentage
basis. Additionally, if FCNB stops funding new purchases as of
April 1, 2003, the utility on the FCNB bank cards will cease, no
new receivables will be added, and the portfolio will begin to
liquidate.

On May 13, 2002, Standard & Poor's lowered its ratings on the
class A and B notes from First Consumers Master Trust's series
1999-A and First Consumers Credit Card Master Note Trust's
series 2001-A, reflecting the adverse performance trends
displayed by the underlying pool of credit card receivables.
There is the risk that portfolio performance for these series
will deteriorate further if the underlying credit card accounts
are closed and servicing is transferred. Under revised
performance assumptions for FCNB accounts and receivables, the
available credit support for each class is not currently viewed
as sufficient to support the outstanding ratings on either
series.

Standard & Poor's will continue to monitor the performance of
the key risk indicators associated with the series listed below
and will continue to advise the market as developments become
available.
   
      RATINGS LOWERED AND REMAIN ON CREDITWATCH NEGATIVE
   
                  First Consumers Master Trust
                        Series 1999-A
   
                            Rating      
            Class    To                From
            A        BBB+/Watch Neg    AA/Watch Neg
            B        BB-/Watch Neg     BBB/Watch Neg
   
            First Consumers Credit Card Master Note Trust
                         Series 2001-A
   
                           Rating
            Class    To                From
            A        BBB+/Watch Neg    AA/Watch Neg
            B        BB/Watch Neg      BBB+/Watch Neg
            C        BB/Watch Neg      BBB/Watch Neg


GATEWAY INC: Undertakes Business and Cost-Reduction Plans
---------------------------------------------------------
Speaking at an investor conference Wednesday, Gateway, Inc. CFO
and Executive Vice President Rod Sherwood outlined the company's
business and cost-savings plans, with the objective of achieving
its previously announced goal of returning to profitability by
the fourth quarter of 2003.

He said Gateway will reduce its quarterly selling, general and
administrative spending to below $200 million by the fourth
quarter, down from $250 million a year earlier. In addition, it
will reduce its cost of goods sold by approximately $200 million
annually.

The company expects by the end of the year to be cash-flow
positive and to have more than $1 billion in cash and marketable
securities on its balance sheet, he said.

As part of this effort, Mr. Sherwood said Gateway may take a
restructuring charge this quarter that is "conservatively north
of $80 million," related to cost-reduction plans which the
company will detail by quarter's end. The cash component
expected to be incurred this quarter may be approximately one-
third of the charge, which could grow to approximately two-
thirds in subsequent quarters.

Mr. Sherwood's previously announced remarks were made at the
Morgan Stanley Semiconductor & Systems Conference in Dana Point,
California. His presentation was simultaneously carried on a
webcast.

Gateway, Inc. (NYSE: GTW), a personal technology company,
improves people's lives through a combination of the latest and
best hardware, communication tools, applications, training and
service, all offered with a custom financing package. The
company takes a localized approach, utilizing its Web site, call
centers and nationwide network of Gateway retail stores to build
direct relationships with consumers, small and medium businesses
and government and education institutions. In 2003, Gateway was
named the second most admired American company in the computer
industry by Fortune magazine(1). In 2002, Gateway's products and
services received more than 90 awards and accolades and the
company's retail stores outperformed its competitors in a
"mystery shopper" comparison(2). For more information, visit
Gateway's Web site at http://www.gateway.com  

As previously reported, Standard & Poor's lowered its corporate
credit rating on Gateway Inc. to 'B+' and removed it from
CreditWatch where it had been placed on March 1, 2002. Outlook
is stable.

Ratings on the San Diego, California-based Gateway reflect
extremely competitive industry conditions, diminished market
share, and operating losses, offset by a good financial profile
for the rating.


GENTEK INC: Ingalls & Snyder LLC Discloses 3.1% Equity Stake
------------------------------------------------------------
Ingalls & Snyder LLC, a Delaware Limited Partnership,
discloses in a regulatory filing dated February 12, 2003 with
the Securities and Exchange Commission that it holds a 3.1%
equity stake in GenTek Inc.  Ingalls & Snyder is a broker-dealer
registered under Section 15 of the Securities and Exchange Act
of 1934 and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940.

As of December 31, 2002, Ingalls & Snyder may be deemed as the
beneficial owner of 780,300 shares of GenTek common stock.
Ingalls & Snyder has the sole power to cast 217,300 shareholder
votes.  Ingalls & Snyder also has the sole power to sell -- but
not to vote -- 217,300 GenTek shares.  The securities include
those owned by certain managing directors of Ingalls & Snyder.

In addition, Ingalls & Snyder has a shared power to cast 500,000
shareholder votes.  These shares are owned by Ingalls & Snyder
Value Partners L.P., an investment partnership managed under an
Investment Advisory Contract with Ingalls & Snyder.  Robert L.
Gipson, Ingalls & Snyder's Senior Director, and Thomas O.
Boucher, Jr., Ingalls & Snyder's Managing Director, share that
power to vote.  Mr. Gipson and Mr. Boucher are general partners
of Ingalls & Snyder Value Partners. (GenTek Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENZYME BIOSURGERY: Dec. 31 Working Capital Deficit Tops $282MM
---------------------------------------------------------------
Genzyme Biosurgery (Nasdaq: GZBX), a division of Genzyme Corp.,
reported financial results for the fourth quarter and full year
of 2002. In its second full year of operations, Genzyme
Biosurgery reported growth of 11 percent over comparable revenue
in 2001, while reducing operating expenses from the prior year
and strengthening the near- and long-term biotechnology product
pipeline. For comparison purposes, revenues from 2001 do not
include sales of Snowden-Pencer products, which were divested in
the fourth quarter of 2001.

"In 2002 we continued to execute the strategic plan we outlined
when we formed Genzyme Biosurgery more than two years ago," said
Genzyme Biosurgery President Duke Collier. "We have expanded the
market presence of two key revenue drivers -- Synvisc(R) and
Sepra(TM) -- while continuing to reduce operating costs and to
advance the programs that will help sustain our growth."

Division-wide revenues totaled $58.8 million for the fourth
quarter of 2002, compared to $54.6 million in the fourth quarter
of 2001. Total 2002 revenues were $240.1 million, compared with
$217.2 million in 2001.

Genzyme Biosurgery's net loss for the fourth quarter of 2002 was
$14.5 million, compared with a loss in the fourth quarter of
2001 of $44.0 million. For the full year 2002, the division's
net loss was $167.9 million, compared with a net loss in 2001 of
$127.0 million. The 2002 net loss included a one-time goodwill
impairment charge of $98.3 million taken in the first quarter as
a result of the implementation of the new accounting standard
FAS 142. Genzyme Biosurgery has approximately 40 million average
shares outstanding.

Reported operating loss for the fourth quarter of 2002 was $15.1
million, compared to $23.7 million in the fourth quarter of
2001. Operating loss, excluding amortization and a one-time
expense related to the reversal of a reserve account for
restructuring in Europe, was $8.6 million in the fourth quarter
of 2002, compared with $7.3 million in the same quarter of 2001.
For the full year of 2002, operating loss prior to amortization
and one-time items was reduced to $24.5 million, from $34.7
million in the prior year.

Genzyme Biosurgery's gross margin improved to 54 percent in
2002, up from 46 percent in 2001. Selling, general and
administrative expenses were reduced to $107.0 million, or 45
percent of revenue, from $122.0 million, or 52 percent of
revenue in 2001. Research and development expenses were $52.3
million in 2002, compared with $47.2 million in 2001.

Genzyme Biosurgery had $32.7 million in cash and equivalents at
the end of 2002. The Company recorded in its December 31, 2002
balance sheet a working capital deficit of about $282 million,
while its division equity plunged half down to $186 million.

Revenue by Business Unit

Genzyme Biosurgery's 11 percent revenue growth in 2002 excluding
Snowden Pencer was led by Synvisc (Hylan G-F 20), the division's
leading product, which is used to improve pain and mobility in
patients with osteoarthritis of the knee.

In the Orthopaedics business unit, revenue is generated through
sales of Synvisc as well as Carticel(R) (autologous cultured
chondrocytes), a treatment for the repair of cartilage defects
in the thigh-bone part of the knee. Revenue generated by the
Orthopaedics business unit in the fourth quarter totaled $23.8
million, compared with $25.2 million in 2001. For the year,
Orthopaedics revenue totaled $110.2 million, compared with
$101.8 million in 2001.

Synvisc revenue was $16.9 million for the fourth quarter of
2002, compared with $20.1 million in the fourth quarter of 2001.
For the full year 2002, Synvisc revenue totaled $89.8 million,
compared with $83.4 million in 2001. Synvisc revenue in the
fourth quarter of 2002 was impacted by a reduction in inventory
levels held by the product's main distributor, Wyeth
Pharmaceuticals, and a complete drawdown of the inventory held
by Boehringer Ingelheim, the product's former distributor in
France. Beginning January 1, 2003 Genzyme Biosurgery began to
sell Synvisc in France directly through its own sales force.

In 2002, Genzyme Biosurgery and its distributors successfully
enlarged the market penetration of Synvisc throughout the world.
Synvisc is now approved for sale in more than 60 countries. In
Europe, the product received approval for use in the hip in
2002, marking the first expansion of the product line into a
joint other than the knee.

Product plus research and development revenues in the
Biosurgical Specialties business unit totaled $14.1 million for
the fourth quarter, compared with $12.5 million in 2001. For the
year revenues in this business unit rose 22 percent to $58.2
million, up from $47.6 million in the prior year. The Sepra(R)
line of products led this growth, contributing revenue totaling
$10.4 million for the fourth quarter, up from $7.9 million in
2001. Sepra revenue grew 36 percent to $39.1 million for the
year, up from $28.8 million in 2001. The Sepra line includes
Seprafilm(R), which is used to reduce the incidence of adhesions
following surgery, Sepramesh(TM) for the reconstruction of soft-
tissue deficiencies such as the repair of hernias, and
Sepragel(R) Sinus and Seprapack(TM) for use in sinus and nasal
surgery.

Revenues in the Cardiothoracic unit totaled $20.8 million for
the quarter, up from $16.9 million in the same quarter of 2001.
For the year revenues in this unit were $71.7 million, compared
with $67.8 million in 2001. Revenues in this unit, which are
primarily derived from a suite of devices used in surgery, were
largely stable throughout the year. The division continued to
take steps to reduce expenses and improve this unit's financial
contribution to the business. The strongest performers in the
cardiothoracic business unit included a line of higher margin
surgical devices related to minimally invasive heart surgery and
vein harvesting, as well as FocalSeal(R)-L surgical sealant for
use in thoracic surgery.

                    Product Development Update

Genzyme Biosurgery made strong product development progress in
2002, advancing new and next generation product candidates
across its three development platforms: surgical biomaterials,
cell therapy, and gene therapy. Highlights in each area include:

Biomaterials

-- Expanding the use of Synvisc: The division gained European
approval for the use of Synvisc for the treatment of
osteoarthritis in the hip in 2002 and began to market it for
this use in the second half of the year. It expects to begin a
pivotal trial for Synvisc for the treatment of osteoarthritis in
the hip in the United States during the first half of 2003, and
to start trials for the use of Synvisc in other joints in Europe
during the same period.

-- Developing next generation Sepra products: The division
completed enrollment of a pivotal clinical trial of Seprafilm II
in the United States. Seprafilm II is designed to be easier for
surgeons to use and handle. It is currently marketed in Europe.

-- Launching a US clinical trial for Hylaform(R): Genzyme
Biosurgery and development and marketing partner Inamed Corp.
have completed enrollment in a U.S. clinical trial of Hylaform,
investigating this hyaluronan-based dermal facial filler for the
cosmetic and plastic surgery market.

Cell Therapy

-- Launching a major cardiac cell therapy trial: Genzyme
Biosurgery enrolled the first patients in a planned 300 patient
Phase 2 clinical trial of autologous cell therapy for heart
failure, giving the division the only Phase 2 program of its
kind in the world.

Gene Therapy

-- Advancing gene therapy for heart disease: Genzyme Biosurgery
completed enrollment in a Phase 1 clinical trial evaluating the
use of the HIF-1 alpha gene for angiogenesis to treat peripheral
vascular disease. Clinical data is expected in the spring of
2003. Enrollment continues in a trial testing HIF-1 alpha as an
adjunct to bypass surgery.

Genzyme Biosurgery is a leading developer of novel
biotherapeutic and biomaterial products used to treat serious
diseases. Its products and pipeline are concentrated in the
rapidly growing markets of orthopaedics and heart disease, and
in broader surgical applications. Genzyme Biosurgery is a
division of Genzyme Corporation.

                         Upcoming Events

Genzyme Corporation will report first quarter 2003 financial
results on April 16. If you would like to participate in any of
these calls, please dial 719-457-2642 at 11:00 a.m. for Genzyme
General, at 1:00 p.m. for Genzyme Molecular Oncology, and 3:00
p.m. for Genzyme Biosurgery. There is no passcode necessary.
Please refer to www.genzyme.com for any updates to this
information. These calls will also be webcast live over the
Internet at
http://www.genzyme.com/corp/investors/events_home.asp


GLOBAL CROSSING: Exceeds Financial Targets in December 2002
-----------------------------------------------------------
Global Crossing continued to meet key performance targets during
December 2002. The performance targets were established for
Global Crossing (excluding Asia Global Crossing) in the
operating plan presented to its creditors in March 2002. The
Operating Results that compare to that plan are described in the
following section of this press release.

Results for the month of December as reported in the Monthly
Operating Report filed with the U.S. Bankruptcy Court in the
Southern District of New York are summarized later in this press
release.

                      Operating Results

In December 2002, Global Crossing reported Service Revenue of
$239 million, $37 million above the monthly Service Revenue
target set forth in the operating plan. In December, Service
EBITDA was reported at a deficit of $8 million, slightly better
than the operating plan.

Total cash in bank accounts exceeded targets set forth in the
operating plan, with $782 million as of December 31, 2002,
compared to a plan of $611 million. Operating expenses of $69
million were behind the operating plan target of $60 million in
December, while third-party maintenance costs were reported at
$11 million in December, beating the operating plan by $4
million.

"In December 2002, Global Crossing continued to achieve its key
financial and operational goals," said John Legere, Global
Crossing's chief executive officer. "We ended the year on a
positive note by increasing our cash in bank accounts for the
second month in a row."

               MOR Results For December 2002

Global Crossing today filed a Monthly Operating Report for the
month of December with the U.S. Bankruptcy Court for the
Southern District of New York, as required by its Chapter 11
reorganization process. The MOR results report revenue according
to accounting principles generally accepted in the United States
of America (US GAAP). US GAAP revenue includes revenue from
sales of capacity in the form of indefeasible rights of use that
occurred in prior periods, recognized ratably over the lives of
the relevant contracts. Beginning on October 1, 2002, Global
Crossing ceased recognizing revenue from exchanges of leases of
capacity.

Results reported in the December MOR include the following:

For continuing operations in December 2002, Global Crossing
reported consolidated revenue of approximately $178 million
($238 million before the impact of restating certain
transactions involving exchanges of capacity -- see Definitions
and Notes below). Consolidated other operating expenses were
$120 million (which included the entire estimated cost of the
2002 annual incentive bonus program), while access and
maintenance costs were reported as $140 million ($181 million
before the impact of restating certain transactions involving
exchanges of capacity -- see Definitions and Notes below) in
December 2002.

Global Crossing reported a consolidated US GAAP cash balance of
approximately $750 million as of December 31, 2002. The US GAAP
cash balance is comprised of $361 million in unrestricted cash,
$331 million in restricted cash and $58 million of cash held by
Global Marine.

Global Crossing reported consolidated net income of $192 million
for December 2002. This includes the following non-operating
items: $254 million of income related to settlements of vendor
claims, $38 million of other income related to the termination
of certain obligations to deliver service, and $97 million of
income tax benefits.

"In December, our business generated $81 million in cash from
operating activities," said Dan Cohrs, Global Crossing's chief
financial officer.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

Commencing January 28, 2002, Global Crossing Ltd. and certain of
its subsidiaries (excluding Asia Global Crossing and its
subsidiaries) instituted consolidated Chapter 11 cases in the
United States Bankruptcy Court for the Southern District of New
York (Bankruptcy Court) (Bankruptcy Case No. 02-40188) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). The Bermuda Court has appointed joint provisional
liquidators with the power to oversee the continuation and
reorganization of the Bermuda-incorporated companies' businesses
under the control of their boards of directors and under the
supervision of the Bankruptcy Court and the Bermuda Court.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, includes a capital
structure in which existing common and preferred equity will
retain no value. Global Crossing expects to emerge from
bankruptcy in the first half of 2003.

On November 18, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders.

Please visit http://www.globalcrossing.comfor more information  
about Global Crossing.

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 2 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GXS CORP: S&P Assigns B+ Rating to Planned $175M Sr. Sec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
GXS Corp.'s proposed $175 million senior secured floating-rate
notes due 2008 and affirmed its 'BB-' corporate credit and 'B'
subordinated debt ratings on the company. The proceeds from the
proposed notes issue will be used to repay GXS' existing $175
million senior secured term bank loan. The outlook is negative.

At the same time, Standard & Poor's raised the bank loan rating
on the Gaithersburg, Maryland-based company's expected $40
million revolving credit facility to 'BB+' from 'BB-',
reflecting significantly improved recovery prospects following
repayment of the term loan.

GXS provides transaction-management infrastructure products and
services that enable companies to exchange business documents
using electronic data interchange (EDI). It is expected to have
total funded debt following the recapitalization of about $410
million.

The $175 million senior secured notes are rated one notch below
GXS' corporate credit rating, reflecting the amount of bank debt
with first priority liens in the capital structure. The notes
have second-priority liens on the same assets. Both the notes
and the company's $40 million credit facility are to be secured
by substantially all assets of GXS Corp. and its guarantors, a
pledge by GXS' equity sponsors of all stock owned in the
company, and a pledge by GXS of all stock owned in its U.S.
subsidiaries and 66% of the stock owned in its material foreign
subsidiaries.

"EDI usage is relatively insensitive to macroeconomic
conditions, and alternative technologies and protocols are not
expected to have a major impact for established providers for at
least several years, if at all. Additional modest growth
opportunities may come from the increasing number of
transactions/documents processed, as well as the addition of new
trading partners," said Standard & Poor's credit analyst Emile
Courtney.


HEALTHSOUTH CORP: S&P Lowers Corp. Credit Rating to BB- from BB
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on HEALTHSOUTH Corp. to 'BB-' from
'BB'. At the same time, the subordinated rating was lowered to
'B' from 'B+'. The downgrade reflects the company's weaker-than-
expected operating results and the announcement of significant
charges taken in the fourth quarter of 2002.

The ratings remain on CreditWatch with negative implications,
where they were placed August 27, 2002. The CreditWatch
placement reflects the company's uncertain liquidity position as
it seeks an amendment on its bank facility.

HEALTHSOUTH, based in Birmingham, Alabama, had about $3.3
billion of debt outstanding as of December 31, 2002.

"Before taking further rating action, Standard & Poor's will
monitor HEALTHSOUTH's progress in attaining a bank amendment to
determine its liquidity as well as its progress in the
completion of a necessary note refinancing," said Standard &
Poor's credit analyst David Peknay.

The speculative-grade ratings on HEALTHSOUTH Corp. reflect the
company's participation in a competitive industry with
significant reimbursement risk.

A key component of the company's decline in operating
performance was a 25% decrease in revenues in its outpatient
rehabilitation business in the fourth quarter. This decrease was
driven by the company's required adoption in 2002 of Medicare's
billing methodology for the reimbursement of outpatient therapy.
There has also been a significant decline in patient volume. The
overall adverse effect on the business was more severe than
originally anticipated.

In addition, the company took $630 million in total charges in
the fourth quarter. Of this, $175 million relates to accounts
receivables and bad debt reserves, indicating a measure of
overstatement in historical earnings. A large portion of the
remaining charges ($256 million) is for restructuring--part of
the company's response to changes in outpatient therapy
reimbursement. As part of its restructuring effort, the company
closed, consolidated, or sold about 220 outpatient
rehabilitation facilities.

The terms of a possible bank facility amendment sought by the
company will be an important factor in assessing its liquidity.
The amendment, expected to be completed by the end of March
according to the company, should include revised financial
covenants. Otherwise, HEALTHSOUTH could violate its maximum debt
to EBITDA covenant requirement of 3.5x for the period ending
Dec. 31, 2002. HEALTHSOUTH is also contending with the
maturity of $344 million of convertible notes on April 1, 2003.

The company ranks as the largest U.S. provider of rehabilitative
health-care services, outpatient surgery, and diagnostic
imaging. With nearly 1,700 facilities, the company's prominent
presence in rehabilitation and outpatient surgery provides some
competitive advantage. However, earnings will continue to be
constrained by ongoing reimbursement pressure, as well as
challenges to control costs. Significant capital expenditures
are likely to continue to limit future free cash flow.


INTEGRATED HEALTH: Files 1st Amended Disclosure Statement & Plan
----------------------------------------------------------------
In an attempt to resolve the issues on a consensual basis, the
Integrated Health Services Debtors have drafted and included in
the Disclosure Statement additional information that is
responsive to the objections filed by various creditors.

The material modifications to the Disclosure Statement include:

    A. The estimation of recoveries makes these assumptions:

       -- the aggregate amount of subordinated debt claims in
          Classes 9 and 10, which are contractually subordinated
          to senior lender claims, is $1,297,600,000;

       -- the United States Claims will be settled by a
          $19,100,000 cash payment, a portion of which will be
          set off against certain underpayments due to the
          Debtors; and

       -- the aggregate amount of allowed Premiere Unsecured
          Claims is estimated to be up to $20,000,000.

    B. Class 3-A consists of the secured claim of Beal Bank SSB,
       as the successor-in-interest to all the
       obligee/mortgagee's right, title and interest in and to
       the certain mortgage note, the certain mortgage, and the
       certain security agreement, all as amended and
       supplemented, each dated December 17, 1985, between Ver
       Lee Associates, a Michigan co-partnership, as obligor,
       and Comerica Bank, as obligee. The original principal
       amount of the mortgage note was $3,580,500; but, pursuant
       to modification of mortgage and mortgage note instrument
       dated May 9, 1988, the principal amount of the note was
       reduced to $3,396,800.  Beal has asserted that it has a
       valid and perfected first priority liens and security
       interests in and to all of the assets comprising the
       Clarkston facility and that the amount of obligation
       secured by the Clarkston facility, as of
       January 31, 2003, was $3,302,196.84, with interest
       continuing to accrue and fees and costs having accrued
       and continuing to accrue.

    C. Subclass 3-D consists of the secured claim of Canada Life
       Assurance Company, as assignee under a Deed of Trust
       Note, dated December 16, 1987, in the original principal
       amount of $2,700,000 between Arbor Living Centers of
       Texas Inc. and Mortgage Trust Inc.  The Deed of Trust
       Note is secured by a mortgage on the IHS Texoma at
       Sherman facility.  On the effective date, the Texoma Note
       will be reinstated in accordance with its terms, as
       modified on or prior to the effective date.  After the
       reinstatement, any acceleration of any obligation and
       instrument of default in connection with the Texoma Note
       will be deemed rescinded, waived or cured and of no force
       or effect, and any liens created pursuant to the Texoma
       Note will not be affected by sections 10.2 or 10.3 of the
       plan.

    D. Subclass 3-E consists of Bank of America N.A.'s secured
       claims under a note dated May 27, 1993 between
       NationsBank and Magnolia Group Inc, which is secured by a
       mortgage note between the parties.  On the effective
       date, BofA will receive a $1,800,000 cash payment in full
       settlement and satisfaction of all claims arising out of
       or related to the Magnolia Note, including any claims for
       principal, interest or fees.  Pending the occurrence of
       the effective date and the receipt by BofA of the
       payment, the stipulation dated September 9, 2001 will
       continue in full force and effect. After payment, all
       liens on the collateral securing the Magnolia Note will
       be deemed to have been released and BofA and the Debtors
       will be deemed to have released each other from and any
       and all claims arising out of or related to the
       Magnolia Note, including all obligations under the BofA
       stipulation.

    E. Subclass 3-K consists of Beal's secured claim, as
       successor to all the obligee's right, title and interest
       in and to certain Deed of Trust Note, the certain Deed of
       Trust and the Security Agreement dated January 28, 1993.  
       The original principal amount of the Deed of Trust was
       $4,082,200.  Pursuant to the Release, Assumption and
       Modification Agreement dated November 19, 1997, IHS at
       Treyburn Inc. agreed to be bound by the terms of the
       note. On the effective date, Beal will receive either the
       net proceeds of the sale or disposition of the collateral
       securing the Treyburn Note or the collateral securing the
       allowed other secured claim in full satisfaction and
       release of all claims of Beal arising out of the Treyburn
       Note.

    F. If the stand-alone transactions are implemented, then
       each holder of Allowed Senior Claim will receive a class
       4 pro rata share of:

       -- 2,500,000 shares of new common stock, representing
          100% of the total shares of new common stock to be
          issued and outstanding immediately as of the effective
          date, less any shares of new common stock to be issued
          to the holders of Premiere Unsecured Claims;

       -- the New Subordinated Notes, less any New Subordinated
          Notes to be issued to the holders of Premiere
          Unsecured Claims pursuant to Section 4.7 of the Plan;
          and

       -- any net proceeds of any settlement or judgment
          obtained in the compensation action, provided, however
          that solely with respect to the first $15,000,000 of
          these net proceeds, if any, the class 4 pro rata share
          and class 6 pro rata share will be calculated as if
          there were no subordinated debt claims.

    G. If the stand-alone transactions are implemented, then
       each holder of and allowed General Unsecured Claim in
       Class 6 will receive its class 6 pro-rata share of:
       
       -- 2,500,000 shares of new common stock, representing
          100% of the total shares of new common stock to be
          issued and outstanding immediately as of the effective
          date, less any shares of new common stock to be issued
    to the holders of Premiere Unsecured Claims;

       -- the New Subordinated Notes, less any New Subordinated
          Notes to be issued to the holders of Premiere
          Unsecured Claims pursuant to Section 4.7 of the Plan;
          and

       -- any net proceeds of any settlement or judgment
    obtained in the compensation action, provided, however
    that solely with respect to the first $15,000,000 of
    these net proceeds, if any, the class 4 pro rata share
    and class 6 pro rata share will be calculated as if
    there were no subordinated debt claims.
      
       Under certain circumstances, a holder of a general
       Unsecured claim, which becomes allowed in an amount equal
       to or less than $100,000 may receive a one-time, all cash
       distribution. Each holder of a general unsecured claim in
       Class 6 may elect to receive a distribution of cash equal
       to the lesser of 3% of its Allowed General Unsecured
       Claim and $3,000.  If the Sale transactions are
       implemented, each holder of a general unsecured claim in
       Class 6, which made the Class 6 cash-out election will
       receive a distribution of cash equal to the lesser of 3%
       of its Allowed General Unsecured Claim and $3,000, which
       will be paid by the Liquidating LLC on or as soon as
       reasonable practicable after the later of initial member
       distribution date and the date the claim becomes an
       Allowed General Unsecured Claim.  However, if the stand-
       alone transactions are implemented, then the Debtors will
       determine whether they will give effect to the Class 6
       cash-out election.  The Debtors will disclose their
       determination no later than the Confirmation Hearing.  If
       the Debtors determine that they will give effect to the
       Class 6 cash-out election, then each General Unsecured
       Claim in Class 6 which made the Class 6 cash-out election
       will receive a distribution of cash equal to the lesser
       of 3% of its Allowed General Unsecured Claim and $3,000,
       which will be paid by the Reorganized Debtors on or as
       soon as reasonable practicable after the later of initial
       stand-alone distribution date and the date the claim             
       becomes an Allowed General Unsecured Claim.

    H. Class 7 consists of claims against the Premiere Debtors.
       The Debtors estimate that the maximum allowed claims in
       Class 7 will be $20,000,000.  The Plan provides treatment
       of the Claims in Class 7 separate from that of Class 6
       only if the provisions of the plan providing for
       substantive consolidation of the premiere Debtors do not
       become effective as a result of a Court order.  In this
       event and if the Sale Transactions are implemented, then
       prior to the Effective Date, the value of the assets of
       the Premiere Debtors will be determined by the Debtors by
       reference to the net proceeds receivable by the Debtors
       as a result of the Sale Transactions.  The Debtors will       
       also determine the residual value of the Premiere
       Debtors' assets, which will be the remaining value of the
       Premiere Debtors' assets after deducting the aggregate
       amount of administrative expense claims and other
       priority claims allocable to the Premiere Debtors and the
       amount of all Other Secured Claims against the Premiere
       Debtors.  On the initial member distribution date, each
       holder of an allowed Premiere Unsecured Claim will
       receive:

       -- a Class 7 pro rata share of all cash distributed
          pursuant to section 6.2(m) of the Plan; and

       -- a Class 7 membership interest representing the right
          to receive distributions contemplated by sections
          6.2(m) and (n) of the Plan.

       In no event will any holder of an Allowed Premiere
       Unsecured Claim be entitled to receive distributions
       exceeding the holder's Class 7 pro rata share of the
       residual value of the Premiere Debtors' assets.
      
       If the stand-alone transactions are implemented, then, on
       or prior to the effective date, the value of the Premiere
       Debtors' assets will determined as provided, except that
       the value need not be determined by reference to the net
       proceeds that would have been receivable by the Debtors
       if the Sale Transaction were implemented.  On the
       effective date, each holder of an Allowed Premiere
       Unsecured Claim Class 7 will receive its pro rata share
       of new common stock and new subordinated notes with an
aggregate value to be determined by the Debtors to be
equal to its Class 7 pro rata share of the residual value
of the assets of the Premiere Debtors.

A free copy of the Debtors' Amended Disclosure Statement and
Reorganization plan is available at:

http://bankrupt.com/misc/8973_blacklined_disclosure_statement&plan.pdf

(Integrated Health Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


K & F INDUSTRIES: Completes Exchange Offer for 9-5/8% Notes
-----------------------------------------------------------
K & F Industries, Inc., has successfully completed its offer to
exchange all of its outstanding 9-5/8% Series A Senior
Subordinated Notes due 2010, that were privately placed in
December, 2002, with a new issue of 9-5/8% Series B Subordinated
Notes due 2010, which have been registered with the Securities
and Exchange Commission. Holders of 100 percent of the total
principal amount of the Outstanding Notes tendered their
Outstanding Notes for an equal principal amount of the Exchange
Notes. The Exchange Notes were issued on March 5, 2003.

K & F Industries, Inc., through its Aircraft Braking Systems
Corporation subsidiary, is a leading manufacturer of wheels,
brakes and brake control systems for commercial transport,
general aviation and military aircraft. K & F's other
subsidiary, Engineered Fabrics Corporation, is a major producer
of aircraft fuel tanks and de-icing equipment and specialty
coated fabrics used for storage, shipping, environmental and
rescue applications for commercial and military uses.

At September 30, 2002, K&F Industries' balance sheet shows a
total shareholders' equity deficit of about $28 million.

As reported in Troubled Company Reporter's December 11, 2002
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to K & F Industries Inc.'s proposed $250 million senior
subordinated notes due 2010 offered under Rule 144A with
registration rights and its 'BBB-' rating to a new $30 million
senior secured revolving credit facility maturing 4.5 years from
closing.

At the same time, Standard & Poor's affirmed its ratings,
including the 'BB-' corporate credit rating, on K & F, a braking
system supplier. The outlook is stable.

"The affirmation of the current ratings is based on an
expectation that the firm will employ its sizable free cash flow
to reduce significantly higher debt levels incurred from the
$200 million dividend," said Standard & Poor's credit analyst
Roman Szuper.


KAISER ALUMINUM: Wants Nod for 4th Amendment to DIP Financing
-------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask the
Court to approve a fourth amendment to the February 12, 2002
Postpetition Credit Agreement with the Bank of America N.A., as
agent, and a syndicate of financial institutions.  The Debtors
and the Lenders have agreed to modify the DIP Financing
Agreement to address certain pension funding issues, including
the potential termination of the pension plans in the future.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
explains that, pursuant to the Employee Retirement Income
Security Act of 1974 and the Internal Revenue Code, the Debtors
were required on January 15, 2003 to make a $17,000,000
liquidity contribution to the Kaiser Aluminum Salaried Employees
Retirement Plan Pension.  Beginning April 15, 2003, the Debtors
are also obligated to make additional liquidity contributions
and other minimum funding payments with respect to the Salaried
Pension Plan and other pension plans.  But for some reasons, the
Debtors opted not to make the January liquidity contribution.  
The Debtors also expect that they will not make future liquidity
contributions or minimum funding payments with respect to their
pension plans.

Mr. DeFranceschi elaborates that the failure to make the
required payments results in the automatic creation of a lien,
enforceable by the Pension Benefit Guaranty Corporation on all
assets of the plan sponsor and all members of the plan sponsor's
"controlled group".  The termination of a pension plan also
would give rise to a lien on the plan sponsor's and the
controlled group's assets to the extent of any under-funding of
the plan.  The failure to make the mandatory pension payments
could result in the imposition of certain taxes, which, if not
paid, would again result in the creation of a lien on the plan
sponsor's and the controlled group's assets.

Pursuant to 26 U.S.C. Section 412(c)(11), a "controlled group"
consists of two or more corporations that are part of a parent-
subsidiary relationship where one corporation controls, directly
or indirectly, at least 80% of the outstanding voting stock or
80% of the total value of all stock of one or more corporations.

Although the potential liens could not arise with respect to the
Debtors and their assets because of the automatic stay, Mr.
DeFranceschi informs the Court that the liens could be imposed
on certain non-debtor affiliates in the Debtors' controlled
group. Even if the non-debtor affiliates are inactive or have
minimal assets, the imposition of liens nevertheless could
trigger an event of default under the DIP Facility.  It would
prevent the Debtors from making certain representations and
warranties that are required as a condition to any credit
extension under the DIP Facility.

The Debtors have filed a complaint with the Court seeking to
extend to automatic stay to prevent the creation and attachment
of liens by the PBGC against non-debtor subsidiaries, Trochus
Insurance Company, Ltd. and Volta Aluminum Company Limited.  In
that proceeding, the Debtors indicated that they were required
to make a $15,500,000 pension contribution in January to the
Salaried Pension Plan.  Recently, the Debtors and PBGC have
agreed to extend the automatic stay to Trochus and Valco.

On January 13, 2003, the Debtors obtained a short-term waiver
from the Lenders to account for potential events of default
under the DIP Facility that would result from the Debtors'
failure to make the January liquidity contribution.  The Debtors
and Bank of America also agreed to amend the DIP Credit
Agreement to avoid potential events of default based on the
Debtors' failure to make pension plan payments.  The amendments
will permit the Debtors to obtain credit extensions despite the
imposition of certain permitted liens.  The Fourth DIP Credit
Amendment has been circulated to the Lenders for approval.  The
Debtors expect to obtain the requisite Lenders' approval before
March 17, 2003.

The Fourth Amendment adds to the Postpetition Credit Agreement
certain definitions related to the Debtors' pension funding
contributions.  These additional definitions include:

    (a) "January Liquidity Contribution," which refers to the
        $17,000,000 liquidity contribution that the Debtors
        failed to make to the trust established under the
        Salaried Pension Plan on January 15, 2003;

    (b) "Future Minimum Funding and Liquidity Contributions,"
        which refers to the minimum funding and additional
        liquidity contributions required to be made by the
        Debtors under the ERISA to the trust established under
        the Salaried Pension Plan and other pension plans of the
        controlled group after January 15, 2003; and

    (c) "Permitted PBGC Liens," which refers to:

         -- unperfected liens, if any, imposed under the ERISA
            or the IRC on assets of the Debtors, Valco and
            Trochus as a result of:

              (i) the failure to make the January Liquidity
                  Contribution and the Future Minimum Funding
                  and Liquidity Contributions on or before the
                  dates when due or the failure to pay any
                  imposed taxes; or
      
             (ii) the termination of any pension plans; and

         -- perfected or unperfected liens imposed under the
ERISA or the IRC on the assets of controlled group
members other than the Debtors, Valco and Trochus as
a result of:

              (i) the failure to make the January Liquidity
                  Contribution and the Future Minimum Funding
                  and liquidity Contributions on or before the
                  dates when due or the failure to pay any
                  imposed taxes; or

             (ii) the termination of any pension plan.

The Fourth Amendment also modifies the DIP Credit Agreement to:

    -- prevent any breach of the representation and warranty
       indicated in the DIP Credit Agreement as the result of
       the imposition of Permitted PBGC Liens;

    -- include the Permitted PBGC Liens as permitted liens; and

    -- provide that the imposition of the Permitted PBGC Liens
       will not trigger an event of default under the DIP Credit
       Agreement.

As a condition to the effectiveness of the Fourth Amendment,
Debtors Alwis Leasing, LLC and Kaiser Center, Inc., and New
Debtors Alpart Jamaica Inc., KAE Trading, Inc., Kaiser Bauxite
Company, Kaiser Center Properties, Kaiser Export Company and
Kaiser Jamaica Corporation would each:

    (1) provide unsecured guarantees of the DIP Facility; and

    (2) grant superpriority administrative status to any claims
        by Bank of America and the Lenders arising under the DIP
        Credit Agreement.

Other than Kaiser Center and Alwis Leasing, the Debtors are all
either secured guarantors or borrowers under the DIP Facility.
The Debtors have granted superpriority administrative expense
status to the Lenders' claims under the DIP Facility.

The members of the lending consortium under the Fourth Amended
DIP Credit Agreement are:

    * Bank of America, N.A.,
    * General Electric Capital Corporation,
    * Foothill Capital Corporation,
    * The CIT Group/Business Credit Inc.,
    * Merrill Lynch Business Financial Services Inc.,
    * PNC Bank, National Association,
    * GMAC Commercial Finance LLC, and
    * The Provident Bank.
(Kaiser Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

Kaiser Aluminum's 12.750% bonds due 2003 (KLU03USR1) are trading
at about 6 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for  
real-time bond pricing.


KEY3MEDIA: Taps Howrey Simon as Insurance Litigation Counsel
------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to hire Howrey Simon Arnold & White, LLP, as their
Special Insurance Litigation Counsel.

Howrey Simon is a law firm of approximately 500 attorneys.  
Prior to the Petition Date, the Debtors retained Howrey Simon to
provide legal representation and advice in on-going Insurance
Litigation with Commerce & Industry Insurance Company.

The Debtors now seek to continue Howrey Simon's engagement as
Debtors' insurance litigation counsel in the Insurance
Litigation for the duration of the bankruptcy proceedings
because of the firm's familiarity with the matter as a result of
its prior representation.  Howrey Simon will be primarily
responsible on the matter related to obtaining insurance
coverage from Commerce & Industry Insurance Company for losses
suffered by the Debtors at certain of their tradeshows resulting
from the September 11, 2001 terrorist events.

Howrey Simon will collect 33-1/3% of all recoveries from or on
behalf of Commerce & Industry Insurance Company. The percentage
of recovery will be increased to 40% if the matter ultimately
proceeds to trial or arbitration.

Key3Media Group, Inc.'s business consists of the production,
management and promotion of a portfolio of trade shows,
conferences and other events for the information technology
industry.  The Company filed for chapter 11 protection on
February 3, 2003 (Bankr. Del. Case No. 03-10323).  John Henry
Knight, Esq., and Rebecca Lee Scalio, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed $241,202,000 in total assets and
$441,033,000 in total debts.

Key3Media Group Inc.'s 11.250% bonds due 2011 (KME11USR1) are
trading at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KME11USR1for  
real-time bond pricing.


KMART CORP: Court Allows Payment of $15MM Plan Investment Fees
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained permission
from the Bankruptcy Court to pay the Commitment Fee and
reimburse ESL Investment Inc., and the Third Avenue Trust
pursuant to their Investment Agreement. As previously reported,
this is to ensure the Plan Investors' continued commitment to
fund the reorganization plan.

The Investment Agreement obligates the Debtors to pay to ESL a
$10,000,000 commitment fee on the earlier of:

   (i) May 30, 2003, the effective date of the reorganization
       plan; and

  (ii) the date the Investment Agreement is terminated as a
       result of an alternate investment transaction between the
       Debtor and a third party.

The Commitment Fee will be payable unless the Plan Investors
breach their obligations under the Investment Agreement or
choose to terminate their commitment pursuant to certain
circumstances provided under the Investment Agreement.  The Plan
Investors agree that ESL will recover 87.8% of the Commitment
Fee and that Third Avenue will receive the other 12.2%.

The Debtors are also required to reimburse ESL for up to
$5,000,000 of its reasonable out-of-pocket costs and expenses
incurred in the evaluation, due diligence, negotiation, and
consummation of the Debtors' Reorganization Plan, the Investment
Agreement, the Debtors' restructuring, and certain other
contemplated transactions.  Up to $2,000,000 of the expenses
were payable on February 28, 2003, the hearing date for this
Motion.  The remainder will be payable on the Effective Date of
the Plan.  However, ESL will refund the payments in the event it
breaches its obligations under the Investment Agreement. (Kmart
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


KNITWORK PRODUCTIONS: Signs-Up Garfunkel Wild as General Counsel
----------------------------------------------------------------
Knitwork Productions Corp., a/k/a American Attitudes, a/k/a Say
What, asks for permission from the U.S. Bankruptcy Court for the
Southern District of New York to employ and retain Garfunkel,
Wild & Travis, P.C. as its general bankruptcy counsel.

The Debtor tells the Court it needs to employ Garfunkel Wild to:

     a) assist, advise and represent the Debtor in the
        preparation for, and prosecution of, the Chapter 11 case
        and in its consultations with the creditors' committee
        and other parties in interest regarding the
        administration of this case.

     b) assist, advise and represent the Debtor in any
        investigation of the acts, conduct, assets, liabilities
        and financial condition of the Debtor, the operation of
        the Debtor's business and the desirability of the
        continuation of such business, and any other matter
        relevant to this case or to the formulation of a plan.

     c) assist, advise and represent the Debtor in the
        confirmation of a plan, and in the collection and filing
        with the Bankruptcy Court of any acceptances of a plan.

     d) assist, advise and represent the Debtor in the
        performance of all of its duties and powers under the
        Bankruptcy Code and the Bankruptcy Rules and in the
        performance of such other services as are in the best
        interests of the Debtor, the creditors and the estate
        generally.

Burton S. Weston, Esq., the partner in charge of the creditors'
rights and bankruptcy group at Garfunkel Wild, discloses that
the firm's compensation will be based on standard hourly billing
rates ranging from $180 to $375 per hour.

Knitwork Productions Corp., a private label, sweater
manufacturer, filed for chapter 11 protection on February 24,
2003 (Bankr. S.D.N.Y. Case No. 03-11040).  Burton S. Weston,
Esq., at Garfunkel, Wild & Travis, P.C., represents the Debtors
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed debts and assets of
over $10 million each.


LTV CORP: Secures Wind-Down and Superpriority Claim Approval
------------------------------------------------------------
Bankruptcy Judge Bodoh takes up The LTV Steel's Motion (for
approval of its wind-down and superpriority claim Plan) and the
many objections to it, noting the Debtors' argument that,
because it will not be able to pay all of its administrative
claims in full, it cannot present a plan of reorganization or
liquidation.  During the hearing on this Motion, all parties
appearing acknowledged that conversion to a chapter 7
liquidation case is "unwise".

The issue before Judge Bodoh arises because, in the wind-down
plan, the Debtor does not propose to change the effective
priority of administrative claims already paid under the APP.  
Isolating the divisive issue, Judge Bodoh reviews the Debtor's
argument that there is a legal basis to grant post-APP claims
"superpriority above pre-APP claims, and the opposing arguments
that there is none.

The clear language of the Bankruptcy Code states that all
administrative expenses are entitled to treatment pari passu.  
The equitable powers of a bankruptcy court can only be exercised
within the confines of the Bankruptcy Code.  These equitable
powers may not be used to disregard unambiguous statutory
language, or to create rights or authority where none exists.  
But these powers may be used in furtherance of the goals of the
Bankruptcy Code.

Judge Bodoh therefore orders that all parties extending credit
to the Debtor during the wind-down process, on other than on the
basis of COD or cash in advance, are granted superpriority
status and shall be treated equally by the Debtor.  He orders
the Debtor to file a proposed wind-down budget to be
supplemented monthly, or periodically, as the budget may change,
or as further order directs.  The budget is to include all
anticipated wind-down expenses.

Judge Bodoh says that all APP claims are not at issue in this
motion. In his earlier order, Judge Bodoh states that his
intention was to authorize the Debtor to sell assets, and to
carry out those sales, the Debtor and its lenders agreed that
APP expenses were to be paid from cash collateral - not assets
of the Debtor's estate. (LTV Bankruptcy News, Issue No. 45;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MARTIN INDUSTRIES: Consummates Asset Sale to Monessen for $3.7MM
----------------------------------------------------------------
Martin Industries, Inc., (OTCBB:MTIN) has completed the sale of
its operating assets including certain intellectual property to
Monessen Hearth Systems Company for a purchase price of
approximately $3.7 million. The proceeds from the sale received
by Martin will be used to pay down secured bank debt owed to its
primary lender.

The sale has been approved by the United States Bankruptcy Court
for the Northern District of Alabama in Decatur, Alabama. Martin
filed for bankruptcy protection under Chapter 11 on December 27,
2002, and has operated as debtor-in-possession since that time.
Effective with the close of the sale, Martin will no longer be
an operating entity. The Company's current purchase orders from
customers have been transferred with the sale to Monessen. The
real estate of Martin was not included in the assets sold to
Monessen; however, under the asset purchase agreement, Martin
will lease its manufacturing facility in Athens, Alabama to
Monessen for a period of at least one year. Martin is in the
process of seeking a buyer for that property, as well as all of
the other real estate owned by Martin, subject to the approval
of the Bankruptcy Court. Martin also anticipates seeking
approval from the Bankruptcy Court of a plan of liquidation,
which Martin anticipates filing by the end of the first quarter.

Martin Industries designs, manufactures and sells high-end, pre-
engineered gas and wood-burning fireplaces, decorative gas logs,
fireplace inserts and gas heaters and appliances for commercial
and residential new construction and renovation markets, and do-
it-yourself utility trailer kits known as NuWay. The Company
filed for Chapter 11 protection under the federal bankruptcy
laws on December 27, 2002 (Bankr. N. D. Ala. Case No. 02-85553).


MASSMUTUAL/DARBY: Fitch Downgrades Class B Notes to B+ from BBB-
----------------------------------------------------------------
Fitch Ratings has downgraded its rating on one class of notes
issued by MassMutual/Darby CBO LLC, a collateralized bond
obligation backed by corporate high yield bonds and emerging
market bonds. Fitch also places one class of notes on Rating
Watch Positive. The following actions are effective immediately.

  -- $268,770,106 class A-2 notes 'AA' placed on Rating
     Watch Positive;

  -- $44,669,704 class B notes downgraded to 'B+' from 'BBB-'.

According to its February 2, 2003 trustee report,
MassMutual/Darby CBO LLC's collateral includes a par amount of
$16.097 million (4.61%) defaulted assets. The class A
overcollateralization is failing at 122.2% with a trigger of
125% and the class B OC test is passing at 775.6% with a trigger
of 110%.

The class A-2 notes are being placed on Rating Watch Positive
due to the fact that the revolving period has ended and the
class A-2 notes are being paid down. The class A-2 notes have
also been paying down with interest proceeds due to a failure of
the class A OC test over the past 7 payment dates; the class A
OC test failures have been causing the class B notes to PIK
their coupon payments over the same period. In reaching its
rating actions, Fitch reviewed the results of its cash flow
model runs after running several different stress scenarios.
Also, Fitch had conversations with D.L. Babson, the Collateral
Manager, regarding the portfolio.


MERRILL LYNCH MORTGAGE: Fitch Rates Class B-5 Certificate at B+
---------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors Trust, mortgage
pass-through certificates, series MLCC 2003-A; $1.62 billion
collateralized mortgage pass-through certificates as follows:
$1.57 billion class 1A, 2A-1, 2A-2, X-1A, X-2A1, X-2A2, X-1B, X-
2B, X-3B and A-R (senior certificates) 'AAA', $17 million class
B-1 certificate 'AA+', $13 million class B-2 certificates 'A+',
$5.7 million class B-3A certificate 'A', $3.2 million class B-3B
certificate 'BBB+', $2.4 million class B-4 certificate 'BBB-'
and $3.3 million class B-5 certificate 'B+'.

The 'AAA' rating on the senior certificates reflects the 3.10%
subordination provided by the 1.05% class B-1, 0.80% class B-2,
0.35% class B-3A, 0.20% privately offered class B-3B, 0.15%
privately offered class B-4, 0.20% privately offered class B-5
and 0.35% privately offered class B-6 certificate.

The trust consists of two groups of mortgage loans with an
aggregate principal balance of $1,627,897,450 as of cut of date.
The mortgage loans are divided into two groups designated as
Group 1 loans and Group 2 loans. The Certificates whose class
designation begins with '1' and '2' corresponds to loan groups
1, and 2 respectively.

The Group 1 loans consists of 1,287 fully amortizing 25-year
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties with an aggregate original
principal balance of $561,735,032. The average unpaid principal
balance as of the cut-off date is $436,469. The weighted average
original loan-to-value ratio is 64.40%. The weighted average
FICO is 728. Cash-out refinance loans represent 42.58% of the
loan pool. None of the mortgage loan provides any payments of
scheduled principal until the tenth anniversary of the date on
which their initial monthly payment is due. The three states
that represent the largest portion of the mortgage loans are
California (26.79%), Florida (7.36%) and New Jersey (5.99%). No
mortgage loan is covered under the Georgia Fair Lending Act,
effective as of October 2002.

The Group 2 loans consists of 2,840 fully amortizing 25-year
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties with an aggregate original
principal balance of $1,066,162,419. The average unpaid
principal balance as of the cut-off date is $375,409. The
weighted average original LTV is 64.63%. The weighted average
FICO is 728. Cash-out refinance loans represent 40.60% of the
loan pool. None of the mortgage loan provides any payments of
scheduled principal until the tenth anniversary of the date on
which their initial monthly payment is due. The three states
that represent the largest portion of the mortgage loans are
California (16.02%), Florida (9.25%) and New York (6.93%). No
mortgage loan is covered under the Georgia Fair Lending Act,
effective as of October 2002.

Merrill Lynch Mortgage Investors, Inc., the depositor, will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders. For federal income tax
purposes, an election will be made to treat the trust fund as
three real estate mortgage investment conduits (REMICs). Wells
Fargo Bank Minnesota, National Association will act as trustee.


MICRO COMPONENT: Dec. 31 Balance Sheet Upside-Down by $6 Million
----------------------------------------------------------------
Micro Component Technology, Inc., (OTCBB:MCTI) reported results
for its fourth quarter and fiscal year ended December 31, 2002.

Net sales for the fourth quarter ended December 31, 2002 were
$2.1 million, a decrease of 50.1% from net sales of $4.3 million
in the comparable period ended December 31, 2001 and a decrease
of 22% from the previous 2002 quarter. The net loss for the
current quarter was $3.1 million compared to a $2.4 million loss
in the fourth quarter of 2001. Exclusive of an inventory
revaluation charge and restructuring charge in the current
quarter, the net loss was $2.1 million compared to the fourth
quarter 2001 loss of $2.4 million.

Net sales for the year ended December 31, 2002 were $12.2
million, a decrease of 51.9% from net sales of $25.4 million in
the prior year. The net loss for the 2002 year was $10.3
million, compared to a net loss of $31.4 million in 2001.
Excluding inventory revaluation charges and restructuring
charges in both years and amortization of intangible assets and
other one-time charges in 2001, the loss was $9.2 million in
2002, compared to a loss of $9.0 million in 2001.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $6 million.

MCT's President, Chairman and Chief Executive Officer, Roger E.
Gower, commented, "Our markets remain difficult as a result of
the continued downturn in the semiconductor capital equipment
markets and overall global economic conditions. However, we
undertook many significant cost reduction actions in 2002 that
will position us to operate more efficiently and cost
effectively at these low revenue levels in 2003. These efforts,
coupled with the transfer of our core manufacturing to Penang,
Malaysia should significantly benefit our financial performance
in 2003. We remain confident of our product technology
capabilities as recently demonstrated by our recent $2.1 million
repeat order for our strip based technologies."

"Although it appears that the semiconductor capital equipment
market downturn has stabilized, the exact timing of the upturn
in test, assembly and packaging capital equipment in 2003
remains impossible to identify. We continue to be very
optimistic regarding the long-term potential of the markets we
serve and MCT's ability to capitalize on their eventual
recovery, " concluded Gower.

MCT is a leading manufacturer of test handling and automation
solutions satisfying the complete range of handling requirements
of the global semiconductor industry. MCT has recently
introduced several new products under its Smart Solutions(TM)
line of automation products, including Tapestry(TM),
SmartMark(TM), and SmartSort(TM), designed to automate the back-
end of the semiconductor manufacturing process. MCT believes it
has the largest installed IC test handler base of any
manufacturer, with over 11,000 units worldwide. MCT is
headquartered in St. Paul, Minnesota, with its core
manufacturing operation in Penang, Malaysia. MCT is traded on
the OTC Bulletin Board under the symbol MCTI.

For more information on the Company, visit its Web site at
http://www.mct.com  


MITEC TELECOM: Initiates Restructuring of Swedish Subsidiary
------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider
of wireless network products for the telecommunications
industry, announced that it has initiated the process to
restructure its Swedish subsidiary. As part of Mitec's ongoing
corporate strategy to reorganize and streamline its global
manufacturing operations, BEVE has filed a request with Swedish
authorities for a Stoppage of Payments order. The order will
allow BEVE 90 days in which to restructure its operations, and
give it the ability at the same time to carry out normal
business operations. This initiative has no effect on Mitec's
other operations worldwide.

"We have initiated this restructuring of our Swedish subsidiary
as one of the key elements in our global reorganization
activities," said Rajiv Pancholy, Mitec's President and CEO.
"The overall objective of this strategy, which we originally
announced last August, is to substantially improve our balance
sheet and return Mitec to profitability. I am pleased to report
that the customers of our Swedish subsidiary have given this
initiative their full support, which will permit BEVE to ship
its $5.9 million backlog. We have been very successful over the
past few months in improving Mitec's financial position, and the
restructuring of BEVE's operations will further strengthen
that position."

Mitec Telecom is a leading designer and provider of wireless
network products for the telecommunications industry. The
Company sells its products worldwide to network providers for
incorporation into high-performing wireless networks used in
voice and data/Internet communications. Additionally, the
Company provides value-added services from design to final
assembly and maintains test facilities covering a range from DC
to 60 GHz. Headquartered in Montreal, Canada, the Company also
operates facilities in the United States, Sweden, the United
Kingdom, China and Thailand.

Mitec Telecom Inc., whose October 31, 2002 balance sheet shows a
working capital deficit of about C$7 million, is listed on the
Toronto Stock Exchange under the symbol MTM. On-line information
about Mitec is available at http://mitectelecom.com  


MOORE NORTH AMERICA: S&P Assigns BB+ to Proposed $850MM Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Moore North America Inc.'s proposed US$850 million two tranche
senior secured credit facility due between 2008 and 2010. In
addition, Standard & Poor's assigned its 'BB-' rating to Moore
North America Finance Inc.'s proposed US$400 million senior
unsecured notes due 2011. Both issues are placed on CreditWatch
with positive implications. Both companies are wholly owned
subsidiaries of printing company Moore Corp. Ltd.

Net proceeds from the transactions will be used to finance the
acquisition of Wallace Computer Services Inc., repay existing
indebtedness, and for general corporate purposes. Gross proceeds
from the senior unsecured notes offering will be placed in an
escrow account pending the consummation of the Wallace Computer
acquisition.

The long-term corporate credit ratings on Mississauga, Ontario-
based Moore Corp. and its subsidiaries remain on CreditWatch
with positive implications. In addition, the long-term corporate
ratings on Lisle, Illinois-based Wallace Computer remain on
CreditWatch with negative implications. The ratings on both
companies and related entities were placed on CreditWatch on
Jan. 21, 2003, following the announcement that Moore and Wallace
had signed a definitive merger agreement to create the third-
largest printing firm in North America, Moore Wallace Inc.

"The resolutions of the CreditWatch placements are dependent
upon the successful completion of the announced merger largely
as indicated, after which Standard & Poor's anticipates that the
ratings on Moore will be affirmed with a positive outlook, while
the ratings on Wallace Computer will be equalized with that of
Moore," said Standard & Poor's credit analyst Barbara Komjathy.

The 'BB+' rating on Moore North America's bank facility equals
the long-term corporate credit rating. The credit facility has a
US$350 million revolving tranche due in 2008 and a US$500
million term loan B tranche due in 2010. The credit facilities
will be secured by a perfected lien on Moore Wallace's and its
restricted current and future subsidiaries' assets (excluding
accounts receivables, but representing the majority of all other
assets of the company), and capital stock (limited to 65.0% for
non-U.S. and non-Canadian subsidiaries). The facility also is
supported by upstream guarantees of Moore North America's
subsidiaries and downstream guarantees of its parent companies,
including Moore Wallace. Based on Standard & Poor's simulated
default scenario, a distressed enterprise value is likely to
provide a meaningful (in excess of 50%) recovery of fully drawn
facilities for the lenders.

The 'BB-' rating on Moore North America Finance is two notches
below that of Moore Corp.'s long-term corporate credit rating,
reflecting material priority indebtedness for the consolidated
entity. The notes are unsecured obligation and are guaranteed on
an unsecured, joint, and several basis by all the U.S. and
Canadian subsidiaries and certain other international
subsidiaries of the combined company.


NEENAH FOUNDRY: S&P Concerned about Company's Limited Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Neenah Foundry Co., a manufacturer in the North
American casting, forging, and machining industries, on
CreditWatch with negative implications.

"The CreditWatch listing is the result of Standard & Poor's
concerns that Neenah Foundry's limited liquidity, significant
debt obligations, and near-term refinancing risk could lead to a
restructuring of the company's debt or a potential default,"
said Standard & Poor's credit analyst Eric Ballantine. The
Neenah, Wisconsin-based company had about $450 million in debt
securities outstanding as of Dec. 31, 2002.

Neenah Foundry faces approximately $40 million of debt
maturities in the near term, as the company's $29.6 million
revolving credit facility (which had approximately $28.5 million
drawn as of Dec. 31, 2002) matures in September 2003, and the
company has about $12 million in debt amortization payments
associated with various term loans. In addition, interest
payments associated with the company's subordinated notes total
more than $30 million annually (payments are due on May 1, and
Nov. 1). It appears that without a significant improvement in
operating performance or an equity infusion, the company will
likely not be able to meet its debt obligations. As of
Dec. 31, 2002, Neenah Foundry had about $26 million in cash on
the balance sheet. However, that balance was expected to decline
due to normal working capital usage in the firm's second
quarter.

Neenah continues to experience very challenging end-market
conditions as a result of the soft economic conditions in the
U.S. as well as modest pricing pressure from foreign
competition. As a result, cash generation remains weak and a
material improvement in financial performance is not expected in
the near term.

Neenah is a manufacturer of ductile and gray iron castings for
the industrial and municipal markets. In addition, the company
engineers, manufactures, and sells related products to other
iron foundries. Some of the company's products include
components for heavy-duty trucks, mining equipment, man-hole
covers, and storm sewer frames and grates.

Standard & Poor's will meet with management to address the
company's current liquidity situation, potential financing
plans, and operating initiatives to improve financial
performance. Failure to restore liquidity in the very near term
will result in ratings being lowered.


NORTHWEST AIRLINES: Flies 5.1BB Revenue Passenger Miles in Feb.
---------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide
February load factor of 73.3 percent, 1.1 points below February
2002.  Systemwide, Northwest flew 5.10 billion revenue passenger
miles and 6.96 billion available seat miles in February 2003, a
traffic increase of 1.1 percent on a 2.6 percent increase in
capacity versus February 2002.

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures. With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents. In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier. A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site. Readers of
TTG Asia and TTG China named Northwest "Best North American
airline."

For more information, contact Northwest Media Relations at
612/726-2331 or consult our award-winning Web site at
http://www.nwa.com

As reported in Troubled Company Reporter's February 27, 2003
edition, Fitch Ratings has lowered the senior unsecured debt
rating of Northwest Airlines, Inc., to 'B' from 'B+'. The rating
change affects approximately $1.6 billion of the airline's
outstanding debt obligations. The Rating Outlook for Northwest
remains Negative.  Shareholder equity on Northwest's balance
sheet has evaporated.

Although Northwest's continuing focus on liquidity preservation
and cost control has supported the airline's ability to cope
successfully with an adverse industry operating environment,
Fitch remains concerned about Northwest's ability to avoid
further deterioration in its credit profile as fixed financing
obligations (interest, rents, scheduled debt payments and
required pension contributions) continue to rise. In light of
the discouraging industry revenue outlook for 2003,
characterized by weak passenger yields and still sluggish
business travel demand, prospects for Northwest to generate
strong operating cash flow this year remain poor. Senior
management has made it clear in recent weeks that a reduction of
labor costs will be a necessary component of the airline's
effort to realign expenses with a revenue base that has been
eroded substantially. Accordingly, Fitch will be focused on
future labor contract revisions as the key to a successful
restructuring and a return to profitability and strong cash flow
generation.

Northwest Airlines' 10.150% bonds due 2005 (NWAC05USR2) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC05USR2
for real-time bond pricing.


NTELOS INC: Receives Court Approval of "First Day Motions"
----------------------------------------------------------
NTELOS (Nasdaq: NTLO) has received bankruptcy court approval for
its "first day motions" to, among other things, access up to $10
million of its $35 million debtor-in-possession financing
facility under an interim court order; continue to pay employee
salaries, wages and benefits; honor warranty and service
obligations to customers; and pay vendors for the post-petition
delivery of goods and services.

As previously announced, NTELOS and certain of its subsidiaries
filed voluntarily petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code on March 4, 2003. In connection with
the Chapter 11 filings, the company had received a commitment
for $35 million in DIP financing from Wachovia Bank. The
committed DIP facility, along with normal cash flow from
operations and cash currently on hand of over $15 million, will
be available to meet ongoing obligations in connection with
regular business operations, including obligations to employees
and prompt payment to vendors for goods and services. The full
$35 million DIP commitment is subject to final court approval,
certain state regulatory approvals and the banks' receiving
satisfactory assurances regarding the bondholders' proposed new
investment in the company upon emergence from bankruptcy.

"We are very pleased with the courts approval of these motions,
which enable the company to operate without interruption, meet
normal business obligations and serve its customers as it
proceeds with the reorganization process," said James S.
Quarforth, Chief Executive Officer.

NTELOS Inc., (Nasdaq: NTLO) is an integrated communications
provider with headquarters in Waynesboro, Virginia. NTELOS
provides products and services to customers in Virginia, West
Virginia, Kentucky, Tennessee and North Carolina, including
wireless digital PCS, dial-up Internet access, high-speed DSL
(high-speed Internet access), and local and long distance
telephone services. Detailed information about NTELOS is
available online at http://www.ntelos.com


NUTRITIONAL SOURCING: Brings-In Milbank Tweed as Special Counsel
----------------------------------------------------------------
Nutritional Sourcing Corporation asks for approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Milbank,
Tweed, Hadley & McCloy LLP, nunc pro tune to January 27, 2003,
as its special counsel.

The Debtor has retained Kaye Scholer LLC as its lead bankruptcy
counsel and Duane Morris LLP as its local bankruptcy co-counsel
in this case.  Kaye Scholer LLC, Duane Morris LLP and Milbank
Tweed have assured the Debtor that they will make every effort
to avoid and minimize duplication of services in this case.

On January 31, 2003, the Debtor filed a consensual plan of
reorganization negotiated with the Committee. Under the Plan, a
new indenture will be required to govern the New Notes.  The
Debtor desires to employ Milbank Tweed to negotiate and draft
the New Indenture.  The Debtor believes that Milbank Tweed is
well qualified to assist the Debtor with the negotiation and
drafting of the New Indenture based on its experience with the
Debtor and its familiarity with the existing indenture.

The Debtor explains that prior to the Petition Date, Milbank
Tweed was the Debtor's corporate counsel. Milbank Tweed also
represents the Operating Subsidiaries and the Debtor's equity
holder. The Debtor believes that retention of special counsel is
necessary and is the most efficient way to accomplish the
negotiation and drafting of the New Indenture.

The Debtor will pay Milbank Tweed its customary hourly rates,
which are:

          Richard J. Wright          $695 per hour
          Robert S. O'Hara, Jr.      $685 per hour
          John T. Ryan               $465 per hour

Nutritional Sourcing Corporation is a holding company with no
business operations of its own.  The sole assets of the Debtor
are its equity interests in its non-debtor operating
subsidiaries and intercompany notes.  On September 4, 2002,
certain members of the 9 1/2% Senior Noteholders' Ad Hoc
Committee filed an involuntary petition against the Debtor for
reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
Del. Case No. 02-12550).  On September 24, 2002, the Debtor
consented to the involuntary petition.  William Harrington,
Esq., at Kaye Scholer LLC represents the Debtor as it winds down
its operations.


OAKWOOD HOMES: Court Establishes March 17, 2003 Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs
all creditors, except for governmental units, of Oakwood Homes
Corporation and its debtor-affiliates to file their proofs of
claim against the Debtors, on or before March 27, 2003, or be
forever barred from asserting their claims.

The Bar Date for Governmental Claims is May 14, 2003.

All proofs of claim must be submitted to the Debtors' Noticing
and Balloting Agent before 5:00 p.m., Prevailing Eastern Time,
on March 27.  If sent by mail, claims must be addressed to:

            Bankruptcy Services LLC
            Attn: Oakwood, Claims and Processing Department
            PO Box 5270 FDR Station
            New York, NY 10150-5270

If delivered by hand, to:

            Bankruptcy Services LLC
            Attn: Oakwood, Claims Processing Department
            Heron Tower
            70 East 55th Street
            New York, NY 10022

Proofs of Claim need not be filed if they are on account of:

      i. Claims already properly filed with the Bankruptcy Court
         or BSI;

     ii. Claims not listed as disputed, contingent, or
         unliquidated;

    iii. Claims previously allowed by Order of the Bankruptcy
         Court;

     iv. Intercompany claims; and  

      v. Claims limited to the repayment of principal and
         interest under Senior Notes issued by the Debtors.  

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale and financing of manufactured housing. The
Company's products are sold through Company-owned stores and an
extensive network of independent retailers.

On November 15, 2002, Oakwood Homes filed for protection under
Chapter 11 of the federal bankruptcy code (Bankr. Del. Case No.
02-13396), listing $705 million of debts (including almost $300
million in senior notes) and $842 million in total assets. The
bankruptcy filing came amid a slump in mobile home sales and a
cutback in lending by Oakwood Homes lenders including Conseco
Inc., Greenpoint Financial Corp., and others. Robert J. Dehney,
Esq., Derek C. Abbott, Esq., and Gilbert R. Saydah, Jr., Esq.,
at Morris, Nichols, Arsht & Tunnell and C. Richard Rayburn,
Esq., Albert F. Durham, Esq., and Patricia B. Edmondson, Esq.,
at Rayburn Cooper & Durham, PA represent the Debtors in their
restructuring efforts.           


OMEGA HEALTHCARE: S&P Revise B Credit Rating Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook
for Omega Healthcare Investors Inc., to stable from positive. At
the same time, the ratings are affirmed.

The outlook revision follows Omega's recently announced
restructuring negotiations with its largest operator, Sun
Healthcare, and to less of an extent, its negotiations with
Alterra. These negotiations are likely to result in a reduction
of current rents, which may, in turn, stem the previous
improvement in Omega's operating cash flow and may defer the
planned reinstatement of the trust's preferred and common
dividend payments. Omega does face a bank loan maturity in
December of this year, but appears to have adequate collateral
available to refinance this loan, without tripping debt
covenants related to its remaining unsecured public notes.

Maryland-based Omega is a public REIT, which invests in and
provides financing to the long-term care industry. The company
owns or holds mortgages on 222 skilled-nursing facilities and,
to less of an extent, assisted living facilities with
approximately 22,500 beds located in 28 states and operated by
34 third-party health care operating companies.

While Omega has a large number of core operators, its largest
nine tenants represent nearly 80% of investments and just more
than 80% of revenues. Similar to other health care REITs focused
on skilled-nursing facilities, Omega's operator base has faced
significant challenges during the past few years (partly, as a
result of the implementation of the Prospective Payment System)
that led to operator bankruptcies and lease/mortgage
restructurings. Omega's management team has done an excellent
job of renegotiating and restructuring lease/mortgage agreements
with its operators, while selling troubled assets. The occupancy
rate in Omega's portfolio has held up relatively well at 82%,
while operator coverage, after a 4% management fee, declined
slightly from 1.2x EBITDA for the trailing-12 months ended June
30, 2002, to 1.13x for the same period ended September 30, 2002.
Notably, these coverage measures do not account for the Medicare
'cliff' effective Oct. 1, 2002, which will likely further weaken
operator coverage.  

                         LIQUIDITY

Omega's new management team (and major investor) has achieved
success in restoring Omega's liquidity position through its
releasing efforts of the company's owned and operated portfolio,
using proceeds from asset sales and suspended dividends to
reduce outstanding debt. This, coupled, with extensive core
portfolio restructuring and a rights offering and private
placement in 2002, enabled the company to meet maturing debt
obligations, achieve an extension on its bank line, and reduce
leverage from 48% debt-to-book capitalization at fiscal year-end
2001 to 39% at fiscal year-end 2002. Debt coverage measures have
also been favorably impacted, increasing from 1.3x debt service
in 2001 to roughly 2x in 2002. The company currently has $112
million outstanding under its $160 million secured bank revolver
that expires December 31, 2003. Management is in the process of
negotiating an extension of the facility and/or arranging a new
bank financing to refinance the outstanding balance. The company
will have to work around covenants within Omega's public
unsecured notes ($100 mil. remaining), which require unsecured
asset coverage of 2x. With roughly $550 million in owned assets
(depreciated basis) and an additional $211 million in mortgage
and other investments, there appears to be sufficient room to
accommodate the expected refinancing. Unrestricted cash balances
have grown modestly throughout 2002, and currently stand at
roughly $15 million.

                       OUTLOOK: STABLE

Management has indicated that it will appropriately defer
dividend reinstatement until the bank debt refinancing has been
completed. Omega's strong coverage measures for the current
rating should provide sufficient room to absorb moderately lower
lease rates upon operator restructuring and moderately higher
leverage, if necessary, upon reinstatement of preferred
dividends. However, Standard & Poor's will closely monitor
Omega's restructuring efforts with Sun Healthcare and Alterra.
Ratings would be lowered if discussions become protracted and/or
rents are reduced more severely than expected.
   
                        OUTLOOK REVISED

Omega Healthcare Investors Inc.
                                               Rating
                                            To        From
Corporate credit                         B/Stable    B/Positive

                        RATINGS AFFIRMED

Omega Healthcare Investors Inc.
                                                  Rating
$100 mil. 6.95% senior notes due 2007             CCC+
$57.5 mil. 9.25% cum pref stk ser A               D
$50 mil. 8.625% cum pref stk ser B                D


OVERSEAS SHIPHOLDING: S&P Affirms & Assigns Low-B Debt Ratings
--------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed all ratings on
Overseas Shipholding Group Inc., including its 'BB+' corporate
credit rating. At the same time, Standard & Poor's assigned its
'BB+' senior unsecured debt rating to the company's proposed 10-
year $200 million note offering. The rating outlook is stable.
New York-based Overseas Shipholding Group is engaged primarily
in the ocean transportation of crude oil and petroleum products.
The company recently announced a $200 million senior unsecured
note offering, to be used to repay $70 million of notes maturing
in December 2003 and a portion of the outstanding bank revolver
balance. This transaction extends the near-term maturity of the
debt structure and frees up borrowing capacity on the bank
revolver.

Overseas Shipholding owns and operates a modern fleet of 50
oceangoing vessels. Overseas Shipholding's customers include
many of the world's largest oil companies and oil trading
companies as well as governments and governmental agencies. The
company's fleet size is substantial, with vessels that are
relatively modern due to an ongoing fleet modernization
program. The company participates in commercial pools with other
owners of modern vessels to provide additional flexibility and
high levels of service to customers while providing scheduling
efficiencies to the overall pool. The company has approximately
$1.1 billion of lease-adjusted debt.

"Ratings for Overseas Shipholding Group reflect the company's
participation in the volatile, highly fragmented, and fixed
capital-intensive bulk ocean shipping industry," said Standard &
Poor's credit analyst Kenneth L. Farer. The company's position
as a major operator of tankers, a relatively solid balance
sheet, and good access to liquidity are positives in the credit
profile.

Tanker rates increased dramatically in the fourth quarter of
2002, reversing declines during the second half of 2001 and most
of 2002, and have remained high, reflecting a cold winter, war
premiums associated with a potential conflict with Iraq, and an
extension of transit time to supply North America due to the oil
company strike in Venezuela. Although rates may moderate from
the current high levels, industry fundamentals over the near to
intermediate term are expected to remain favorable. Additional
rate increases and long-term charter contracts for quality
modern tankers are possible due to environmental concerns after
the November 2002 sinking of the tanker Prestige off the coast
of Spain.

Overseas Shipholding's operating margin after depreciation and
amortization for 2002 was 17%. At Dec. 31, 2002, lease-adjusted
debt to capital was 58%, with lease-adjusted debt to EBITDA of
9.7x and pretax interest coverage of only 0.6x. These numbers
reflect the poor tanker market for most of 2002. For 2003, these
figures are expected to improve to levels similar to those
recorded in 2000 and 2001 (2001 operating margin of 53%, lease-
adjusted debt to EBITDA of 3.4x and pretax interest coverage of
over 3x) when the tanker rate environment was quite robust.

Overseas Shipholding's liquidity available under credit
facilities and fairly strong market position should enable the
company to maintain a credit profile consistent with the rating
in this competitive and cyclical industry.


OWENS CORNING: Completes Atlanta Facility Sale to Alcoa Home
------------------------------------------------------------
Alcoa Home Exteriors, Inc., a wholly owned subsidiary of Alcoa,
Inc., has completed its acquisition of Owens Corning's vinyl
production facility in Atlanta, Georgia. The purchase of the
225,000 square foot site brings to three the number of vinyl
extrusion facilities owned by Alcoa Home Exteriors, including
sites in Stuarts Draft, Va. and Denison, Texas. The company
first announced its agreement to acquire the plant in late
January. Details of the transaction were not disclosed.

Alcoa Home Exteriors produces and markets more than 3,000
siding, trim and accessory products for residential remodeling,
new construction and light commercial applications. The Owens
Corning deal follows its purchase of Richwood Building Products,
a gable and shutter supplier, based in Richwood, Ky. in
November, and the announcement earlier this month of the
expansion of its injection molding facility in Gaffney, S.C.

Gary Acinapura, president of Alcoa Home Exteriors, said the
moves, which include the company's new name, support an organic
growth strategy. "Our vision is to be the leading provider of
color and design solutions in the home exteriors market. With
the programs we are putting in place, and the increased capacity
to our overall system through expansions and acquisitions, we
are sending a signal to the marketplace that we are committing
the resources, and have the capacity, to meet our customers'
needs."

While no physical expansions are planned for the Atlanta
location, most of the current 120-member workforce will be
retained as it is integrated into Alcoa's vinyl siding
production operations. The facility was scheduled for closure by
Toledo, OH-based Owens Corning, which is reorganizing under
Chapter 11 bankruptcy protection.

Headquartered in Pittsburgh, PA, Alcoa Home Exteriors, Inc., a
wholly owned subsidiary of Alcoa, Inc., is a leading U.S.
manufacturer of vinyl and aluminum products for the remodeling
and new construction markets, featuring both the Masticr premium
brand siding and the Alcoa Classic Living Siding. Alcoa Home
Exteriors offers 41 years of experience in manufacturing and
marketing a broad selection of exterior building products,
including premium siding, soffit, shutters, decorative
accessories and aluminum gutters, soffit, fascia and trim. Alcoa
Home Exteriors operates manufacturing and warehousing facilities
in Ohio, Virginia, South Carolina, Texas, and Georgia. For more
information, visit http://www.alcoahomes.com

Owens Corning is one of the world's top makers of fiberglass and
composite materials. The company, which uses the Pink Panther
cartoon character as its pitchman, sells fiberglass and foam
insulation. Owens Corning's building-materials unit also
manufactures roofing materials, vinyl windows, patio doors,
vinyl siding, and rain gutters and downspouts. The company's
composite-materials segment makes composites used in the
automotive, electronics, and telecommunications industries.
Owens Corning operates manufacturing facilities in the US and
about a dozen other countries. The company has filed for
bankruptcy protection to help it cope with billions of dollars
in asbestos-related lawsuits.


PEREGRINE: Committee Taps Milbank Tweed as Special Tax Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peregrine
Systems, Inc., and its debtor-affiliates, asks for permission
from the U.S. Bankruptcy Court for the District of Delaware to
hire Milbank, Tweed, Hadley & McCloy LLP as Special Tax Counsel,
nunc pro tunc to November 6, 2002.  

Among other things, the Committee anticipates that it will
require Milbank Tweed to:

     a. assist and advise the Committee on the tax consequences
        in connection with the sale of Peregrine Remedy, Inc.,
        including,

         (i) issues relating to offsetting the gain on the sale
             of Remedy with prior losses, and

        (ii) issues as to Ireland tax law on the sale of an
             Irish subsidiary; and

     b. render such other services as the Committee may require
        to assist in the performance of its statutory duties.

Milbank Tweed will not be responsible for appearances before any
court or agency nor be required to devote attention to, form
professional opinions as to, or advise the Committee with
respect to issues other than the tax matters set forth.

The Committee requests approval of Milbank Tweed's employment
nunc pro tunc to November 6, 2002, when the Committee commences
engaging Milbank Tweed in connection to the Remedy Sale.  The
Debtors argue that granting such relief is appropriate under the
circumstances because the services provided by Milbank Tweed to
the Committee were necessary to the successful negotiation and
consummation of the sale of Remedy at the increased sale price.
In fact, the Committee, with the benefit of Milbank Tweed's
advice, negotiated a $5 million increase in the Remedy sale
price to BMC Software, Inc.  The benefit to the estates of
Milbank Tweed's services is highly material, as it resulted in
significantly more assets for the Debtors' estates.

Milbank Tweed will be compensated in its normal hourly rates,
which are:

          attorneys           $225 to $725 per hour
          legal assistants    $125 to $265 per hour

Peregrine Systems, Inc., the leading global provider of
Infrastructure Management software, filed for chapter 11
protection on September 22, 2002 (Bankr. Del. Case No. 02-
12740).  Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl
Young Jones & Weintraub represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


PINNACLE ENTERTAINMENT: S&P Rates $225M Sr. Sec. Bank Loan at B+
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
Pinnacle Entertainment Inc.'s proposed $225 million senior
secured bank facility.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the Las Vegas, Nevada-based owner and operator
of casino facilities. The rating on the company's existing
senior secured bank facility will be withdrawn once the new
facility is funded. The outlook is stable. Total debt
outstanding at December 31, 2002, was slightly less than $495
million.

Proceeds from the proposed bank facility will be used to help
provide funding for several of the company's planned capital
investments, including the Lake Charles, Louisiana development
project and the Belterra (southern Indiana riverboat facility)
expansion.

"The Belterra struggled during 2001 due to competitive market
conditions, a disadvantaged location, and weak economy," said
Standard & Poor's credit analyst Michael Scerbo. He added,
"However, a lower cost structure, refined marketing programs,
and dockside gaming have led to a significant improvement in
EBITDA. The addition of a 300-room hotel tower in early 2004 is
expected to enhance performance further."

In addition, the company's future growth opportunities include
the construction of a $325 million dockside gaming facility in
Lake Charles. This market currently consists of two dockside
casinos; a nearby Native American facility and a renovated
racetrack with slot machines (racino).

While the market has steadily grown, the Pinnacle project will
increase capacity significantly. The facility is likely to be
the nicest in the Lake Charles area, however, being the last
entrant, a ramping up period is expected to create customer
loyalty and growth in the market. Construction risks exist with
any project, but the company's estimated costs are expected to
include significant contingencies to cover cost overruns.
Groundbreaking is scheduled during the second quarter of 2002,
with opening planned the fourth quarter of 2004.


PLAYBOY ENTERPRISES: Offering $110-Million Senior Secured Notes
---------------------------------------------------------------
Playboy Enterprises, Inc., (NYSE: PLA, PLAA) is pursuing an
offering of senior secured notes in the principal amount of $110
million with a maturity of seven years. The senior secured notes
would be issued by PEI Holdings, Inc., a wholly-owned subsidiary
of Playboy Enterprises, Inc., and would be guaranteed by Playboy
Enterprises, Inc., and most of its other domestic wholly-owned
subsidiaries.

The offering would be made in the United States only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and potentially to certain
persons in offshore transactions in reliance on Regulation S
under the Securities Act. The net proceeds from the offering
would be used to repay outstanding indebtedness under Playboy's
existing bank credit facility, to pay a portion of the deferred
purchase price for the Califa acquisition and for general
corporate purposes.

The senior secured notes to be offered would not be registered
under the Securities Act and could not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements.

Playboy Enterprises is a brand-driven, international multimedia
entertainment company that publishes editions of Playboy
magazine around the world; operates Playboy and Spice television
networks and distributes programming via home video and DVD
globally; licenses the Playboy and Spice trademarks
internationally for a range of consumer products and services;
and operates Playboy.com, a leading men's lifestyle and
entertainment Web site.

At September 30, 2002, Playboy Enterprises' balance sheet shows
a working capital deficit of about $40 million.

                         *    *    *

               Liquidity and Capital Resources

In its SEC Form 10-Q filed on November 8, 2002, the Company
reported:

"As of September 30, 2002, we had no cash and cash equivalents
and $101.1 million in total financing obligations compared to
$4.6 million in cash and cash equivalents and $101.6 million in
total financing obligations at December 31, 2001. Our financing
obligations as of September 30, 2002 and December 31, 2001
included $27.2 million and $20.0 million, respectively, in loans
made directly from Hugh M. Hefner to Playboy.com, Inc., or
Playboy.com. In July 2002, Mr. Hefner and Playboy.com amended an
expiring $5.0 million note by extending the maturity date to
July 2003. In September 2002, Mr. Hefner agreed to accept a new
$12.2 million note from Playboy.com in satisfaction of two $5.0
million notes, plus accrued interest, which matured in September
2002. The new note bears interest at an annual rate of 8.00%
(compared to 10.50% and 12.00% for the two original notes), with
$0.5 million due in March 2003 and $11.7 million due in
September 2003.

"Our current liquidity requirements, excluding those of
Playboy.com, are being provided by a $98.8 million credit
facility, comprised of $63.8 million of term loans and a $35.0
million revolving credit facility. As of September 30, 2002,
$10.0 million of borrowings and $3.9 million in letters of
credit were outstanding under the revolving credit facility. The
weighted average interest rates as of September 30, 2002 were
5.86% for the term loans and 5.20% for the revolving credit
facility. We plan to finance our working capital requirements
through cash generated from operations and our revolving credit
facility. If additional funds become necessary, we will seek
additional capital from the debt and/or equity markets.
Playboy.com's funding requirements have been obtained
from loans made available by Mr. Hefner.

"In connection with the Califa acquisition, we have the option
of paying up to $71 million of the purchase price in cash or
Class B common stock through 2007. On April 17, 2002, a
registration statement for the resale of approximately 1,475,000
shares became effective. These shares were issued in payment of
two installments of consideration which totaled $22.5 million
plus $0.3 million of accrued interest. The Califa principals
elected to sell the shares and realized net proceeds from the
sale of $19.2 million. As a result, we are required to provide
them with a make-whole payment in either cash or stock of
approximately $3.6 million, plus interest through the date of
the next payment. The make-whole amount plus interest will be
added to the payment scheduled to be made on March 3, 2003.

"We are in late stage negotiations with Claxson, our venture
partner, to restructure the ownership and terms of our
international TV joint ventures. We expect that the
restructuring will result in, among other things, our trading
our right to the September 2002 and future library license and
programming output payments from PTVI for additional ownership
interests in PTVI. We are working to execute definitive
agreements and close the restructuring in the fourth quarter of
2002. In the event that we are unable to complete the
restructuring of our joint venture relationships, PTVI's ability
to finance its operations, including making library license and
programming output payments to us, will depend principally on
the ability of Claxson and also us to make capital
contributions, until PTVI generates sufficient funds from
operations. In a June 27, 2002 filing with the Securities and
Exchange Commission, Claxson indicated that its auditors have
expressed a 'going concern opinion.' The reasons cited were
Claxson's losses from operations, working capital deficiency and
its default on debt. PTVI's independent auditors have also
expressed a 'going concern opinion' in their report relating to
PTVI's financial statements for the fiscal year ended
December 31, 2001. The reasons cited as the basis for raising
substantial doubt as to PTVI's ability to continue as a going
concern are the potential inability of Claxson to make required
capital contributions combined with PTVI's losses from
operations. As of September 30, 2002, we had a $7.9 million net
receivable from PTVI related to programming output, including
$3.0 million of revenues recorded in the third quarter and $9.0
million for the nine-month period. In September 2002, we were
scheduled to receive a $7.5 million library license payment from
PTVI which, as expected, was not paid when due. We do not expect
to receive these amounts in cash. However, we expect that if
ongoing negotiations concerning the restructuring of the PTVI
joint venture with Claxson are successfully completed, we will
receive assets of equivalent or greater value than these
amounts. If we are unable to successfully complete negotiations
with Claxson and PTVI is unable to make these and other required
payments to us in a timely manner, either because of Claxson's
failure to fund its capital contribution obligations or
otherwise, we will be required to address this failure by, among
other matters, exercising our remedies under the PTVI joint
venture agreements, reducing operating expenses, seeking
amendments to our credit facility or seeking additional capital.
If these efforts are not successful, our future financial
condition and operating results could be materially adversely
affected."


PLAYBOY ENTERPRISES: S&P Assigns B Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Service assigned its 'B' corporate
credit rating to Playboy Enterprises, Inc.

At the same time, Standard  & Poor's assigned its 'B' rating to
the proposed $110 million senior secured notes due 2010, issued
by PEI Holdings. PEI Holdings is the holding company through
which Playboy owns all of its operating subsidiaries. Net
proceeds will be used to repay the existing credit facility and
acquisition liabilities. Chicago, Illinois-based Playboy had
total debt outstanding of $144.2 million, including $43.1
million in acquisition liabilities, on September 30, 2002. The
outlook is stable.

"The ratings on Playboy reflect the company's significant
presence in the non-cyclical adult entertainment industry,
strong brand recognition, and good direct-to-home satellite TV
coverage," said Standard & Poor's credit analyst Andy Liu. He
added, "These factors are balanced by the proliferation of free
adult materials online, declining newsstand sales of the
magazine, weak cable TV distribution due to the narrow audience
for paid adult content, and high financial risk."

Founded in 1953, Playboy is a major creator and distributor of
adult programming. The company invests heavily in original
programming and has exclusive licensing arrangements with major
adult studios to supplement its proprietary content.

Although sales are generated from several revenue streams, the
company exhibits significant cash flow concentration. Playboy's
pay TV networks contribute more than 40% of consolidated revenue
and more importantly, the vast majority of company's free cash
flow. Print publications generate a similar percentage of
overall revenue but their cash flow contribution is minimal,
reflecting both a high cost structure and the general
competitiveness of the print industry. Playboy's online group
was in investment mode during the past several years. Since the
fourth quarter of 2002, the online group has become profitable
and cash flow positive due to a combination of rate increases
and subscriber growth.  This is a significant turnaround.
However, given the short track record of profitability and
positive cash flow, and competition from free online content,
the online group could still be a concern for the company in the
near term.  


PMA CAPITAL: Moody's Hatchets Long-Term Debt Ratings to Ba1
-----------------------------------------------------------
PMA Capital (NASDAQ:PMACA) announced that Moody's Investors
Service issued a news release stating that it has lowered the
long-term debt ratings of PMA Capital Corporation to Ba1 from
Baa3 and the insurance financial strength rating of PMA Capital
Insurance Company to Baa1 from A3. Separately, the rating agency
affirmed the Baa1 insurance financial strength ratings on the
members of The PMA Insurance Group. Moody's has a negative
outlook on the ratings of PMACC, PMACIC and The PMA Insurance
Group.

Commenting on Moody's decision to move forward with a ratings
action at this time, John W. Smithson, President and Chief
Executive Officer of PMA Capital Corporation stated, "We value
our relationship with Moody's. However, we continue to believe
that we will ultimately be successful in executing on various
aspects of our capital plan, which we believe will provide us
with the capital necessary to refinance our $45 million of
outstanding bank debt and accomplish our business plan. We do
not believe that Moody's concern regarding the recent
performance of our share price will prevent us from
accomplishing our objectives. As a shareholder of PMA Capital
myself, I am obviously disappointed that the market has chosen
to value our shares on the basis of speculation about our
capital raising plans. However, as we stated in a release
earlier today, none of the alternatives currently being
considered involve the issuance of our common stock or debt
convertible into common stock."

PMA Capital Corporation, headquartered in Philadelphia,
Pennsylvania, is an insurance holding company, whose operating
subsidiaries provide specialty risk management products and
services to customers throughout the United States. The primary
product lines of PMA Capital's subsidiaries include property and
casualty reinsurance, underwritten and marketed through PMA Re,
and workers' compensation, integrated disability and other
commercial property and casualty lines of insurance in the
eastern part of the United States, underwritten and marketed
under the trade name The PMA Insurance Group. For additional
information about PMA Capital and its specialty insurance
businesses, visit http://www.pmacapital.com


PRIVATE BUSINESS: Narrows Dec. 31 Net Capital Deficit to $6 Mil.
----------------------------------------------------------------
Private Business, Inc. (NASDAQ:PBIZ), a leading provider of cash
flow and retail inventory management solutions for community
banks and small businesses, announced its operating results for
the quarter and year ended December 31, 2002.

For the year ended December 31, 2002, revenues totaled $54.5
million, compared with revenues of $55.8 million in 2001.
Results for 2002 included $13.2 million in revenues from Towne
Services, Inc., which was acquired in August 2001. Results for
2001 included $6.9 million in revenues from Towne.

Operating income for 2002 increased to $6.9 million, compared
with $3.1 million in the previous year. Net income available to
common shareholders improved to $2.9 million, compared with a
net loss of $270,000 in the year ended December 31, 2001. The
Company's EBITDA (earnings before interest, taxes, depreciation
and amortization) totaled $12.0 million in 2002.

Revenues for the quarter ended December 31, 2002, totaled $12.1
million, compared with revenues of $16.2 million in the fourth
quarter of 2001. Results for the most recent quarter included
$2.6 million in revenues from Towne, compared with a $4.2
million revenue contribution from Towne in the prior-year
quarter.

Operating income declined to $508,000 in the quarter ended
December 31, 2002, versus operating income of $2.3 million in
the year-earlier period. The Company reported net income
available to common shareholders of $25,000 in the fourth
quarter of 2002, versus net income of $992,000 in the
corresponding period of the previous year. The Company's EBITDA
totaled $1.8 million in the fourth quarter of 2002.

All share and per share amounts in this news release have been
adjusted to reflect a one-for-three reverse stock split in
August 2001. Per share amounts include 4.6 million common shares
issued in conjunction with the Towne Services merger.

Results for the year ended December 31, 2001 included an after-
tax charge of $2.5 million for the write down of the Company's
former headquarters building to its estimated fair market value,
and merger-related expenses of approximately $183,000, net of
taxes. Excluding these items, the Company would have reported
pro forma net income of $2.4 million for the year ended December
31, 2001. The Company completed the sale of its former
headquarters in March 2002 and consolidated its operations into
more cost-effective facilities in the first quarter of 2002.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $4 million, and a total
shareholders' equity deficit of about $6 million.

"While not satisfied with our Company's recent performance, it
is important to note that our earnings per share for 2002 came
in at the upper end of the range projected in our news release
dated January 27, 2003," stated Henry Baroco, Chief Executive
Officer of Private Business, Inc. "To improve upon our break
even level earnings during the fourth quarter, we have taken
significant steps to re-energize our core business since I was
appointed Chief Executive Officer in January."

"Revenues derived from our core business product, Business
Manager(R), declined by approximately 23% in the final quarter
of 2002, when compared with the prior-year quarter. While a soft
economic environment has had a negative impact on our core
business for some time, we believe Private Business has not
adequately capitalized upon the substantial value that Business
Manager delivers to the community banks and small businesses
that comprise our primary customer base. During the past few
weeks, we have implemented changes within our Sales and
Marketing organization that are designed to rejuvenate our core
business, and I am confident that such changes will have a
positive effect on the Company's financial performance in coming
quarters."

"We will continue to evaluate various opportunities to provide
complementary products and services that can generate
incremental revenues," continued Baroco. "Private Business is in
a unique position to offer additional revenue generating
products and services to community banks, their merchants, and
other small businesses. With the sales teams already in place,
we are confident that we can market such new initiatives,
without the need for additional capital, by leveraging our
customer relationship infrastructure."

"The Company's balance sheet continued to improve in 2002.
Strong operating cash flows allowed us to reduce total debt
obligations by approximately $6.9 million. We are currently in
discussions with our lending banks to resolve a previously
disclosed non-monetary default involving certain debt covenants
that existed at December 31, 2002. I emphasize that this is a
technical, non-monetary default involving Minimum EBITDA and the
Ratio of Consolidated Debt to EBITDA requirements under the
terms of our senior loan agreement. We have made all payments,
in full and on time, in accordance with our note agreements.
Along with our banks, we have recently completed a rigorous
review of 2003 budgets and financial plans, and we expect to
report additional information on our banking relationship in the
next several weeks," concluded Baroco.

Private Business, Inc., is a leading provider of cash flow and
retail inventory management solutions for community banks and
middle-market businesses. The Company is headquartered in
Brentwood, Tennessee, and its common stock trades on The NASDAQ
Stock Market under the symbol "PBIZ."


PROVIDENT FIN'L: S&P Cuts Counterparty Credit Ratings to BB+/B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Cincinnati, Ohio-based Provident Financial Group Inc., including
the company's counterparty credit ratings, which were lowered to
'BB+/B' from 'BBB-/A-3'.

Standard & Poor's also lowered its ratings on Provident's units,
Provident Bank, PFGI Capital Corp., Provident Capital Trust I,
Provident Capital Trust II, Provident Capital Trust III, and
Provident Capital Trust IV. The outlook on all Provident
entities remains negative.

The ratings actions reflect a greater degree of uncertainty
regarding Provident's ability to generate earnings of reasonably
consistent quality following the recent announcement that the
company has had to restate its earnings for the past six years.
The need to restate earnings was attributed to errors in the
accounting for nine auto lease financing transactions originated
between 1997 and 1999. The restatement has resulted in a
reduction of reported earnings for each of these years, with
a significant impact especially in years 2002 and 2001.

"This restatement of earnings occurs at a time in which Standard
& Poor's has concerns about several of the company's credit risk
exposures in the current economic environment," said credit
analyst Daniel Martin. "Consequently, it is not as clear what
the company core earnings capacity is at a time when the need to
generate a predictable stream of income to absorb potential
asset quality problems is critical."


RAILAMERICA INC: Reports Weaker Fin'l Results for Fourth Quarter
----------------------------------------------------------------
RailAmerica, Inc.,,(NYSE: RRA) reported its financial results
for the fourth quarter and year ended December 31, 2002.
Financial highlights for the quarter and year included:

     * Net income for the fourth quarter of 2002 was $4.1
       million and for the year was $24.6 million, excluding
       previously announced special charges

     * Australia drought negatively impacts earnings per share
       by $.09 in fourth quarter and $.18 for full year

     * Chilean results moved to discontinued operations due to
       announced intention to divest

     * Fourth quarter North American operating ratio improves
       210 basis points to 74.2%

     * ParkSierra and StatesRail EBITDA exceed Company
       expectations

     * After-tax return on invested capital at 9.3%, among
       industry's best

Net income for the fourth quarter ended December 31, 2002,
excluding certain charges, was $4.1 million on 32.1 million
shares, compared to $5.2 million on 28.2 million shares, in
2001. The 2002 results exclude a charge of $2.3 million after-
tax related to the previously announced December restructuring
and bid costs. Including this charge, net income for the 2002
quarter was $1.8 million. Fourth quarter 2001 net income
included special items that increased earnings by $.10 per
share.

The Company's 2002 fourth quarter results continued to be
negatively impacted by a decrease in grain shipments as a result
of the severe drought in Australia. Based on the decrease in
shipments and historical profit margins, the Company estimates
the decrease in grain shipments reduced quarterly earnings by
approximately $.09 per share compared to last year's fourth
quarter. In addition, due to the Company's previously announced
intention to divest its ownership in Ferronor, its Chilean
railroad, results for this segment have been moved to
discontinued operations for 2001 and 2002.

Consolidated revenues, excluding the Chilean operations, for the
quarter ended December 31, 2002 increased 21% to $104.2 million,
from $85.8 million during the same period in 2001. Adjusted
operating income for the fourth quarter was $16.3 million,
compared to $16.5 million in 2001. Fourth quarter 2002 net gains
on sale of assets of $3.8 million were $0.7 million less than in
the prior year quarter. Adjusted EBITDA (earnings before
interest, taxes, depreciation and amortization) for the quarter
was $25.5 million, versus $23.4 million in 2001. The results for
2002 have been adjusted for the aforementioned special charge.
Operating income and EBITDA for the fourth quarter of 2002,
including the special charge, were $12.6 million and $21.8
million, respectively.

North American revenues for the fourth quarter of 2002 increased
36% to $83.5 million, from $61.2 million in 2001, reflecting the
contribution of the ParkSierra and StatesRail railroads acquired
in January 2002 and a 2% increase in "same railroad" revenues.
The North American operating ratio for the quarter improved 210
basis points to 74.2%, from 76.3% in 2001. Australia revenues
for the fourth quarter were $20.6 million, 18% lower than the
$24.9 million in 2001. Grain revenues were $5.2 million lower in
the fourth quarter, which resulted in a quarterly operating
ratio of 127.4%, versus 89.2% in 2001. As noted in prior
guidance from the Company, this deterioration in grain revenue
and operating ratio in 2002 was due to the severe drought
impacting agricultural shipments at Freight Australia.

For the year ended December 31, 2002, net income was $2.2
million on 32.6 million diluted shares. Excluding special
charges in 2002 for the refinancing, restructuring and bid costs
of $22.4 million, after-tax, net income for 2002 was $24.6
million. This compares with net income of $17.0 million on 25.4
million shares in 2001. Operating revenues for 2002 rose 23% to
$428.2 million, from $347.5 million in 2001. Adjusted operating
income and EBITDA were $79.2 million and $112.4 million,
respectively, in 2002 compared to $71.2 million and $95.6
million, respectively, in 2001. Including the special charges,
operating income and EBITDA for 2002 were $70.5 million and
$103.7 million, respectively.

Commenting on the quarter, Gary O. Marino, Chairman, President
and CEO of RailAmerica, said, "We cannot emphasize enough that
our fourth quarter 2002 operational performance was adversely
affected by the severe drought conditions across the Australian
continent. In 2002, our Australian railroad saw grain tonnage
shipped drop more than 25% from the prior year, causing an $11.4
million decline in our high margin grain revenue, based on
historical profit margins. For the year, we estimate that our
consolidated earnings were negatively impacted by approximately
$.18 per share due to the reduced grain shipments."

Continued Marino, "Conversely, our North American business unit
achieved its best year ever. As a result of our ParkSierra and
StatesRail acquisitions, we posted record annual revenues and
EBITDA. The outstanding performance of our ParkSierra and
StatesRail railroads exceeded our pre- acquisition expectations
in several financial measures, including revenue, EBITDA and
return on invested capital. In North America, through stringent
cost controls and superior safety results, we improved our
operating ratio to 74.8% for the year, from 75.5% last year.

"Looking ahead, despite the current geopolitical climate, we are
realizing growth in select North American commodity groups such
as chemicals, petroleum and lumber & forest products that should
lead to 'same railroad' revenue growth in the 4-6% range in
2003. Our operating ratio in North America is one of the best in
the industry and expense control is a constant focus. In
Australia, as previously disclosed, the effect of the drought is
expected to continue to affect revenues during 2003. We
anticipate that Freight Australia will ship approximately 2
million tons of grain in 2003, down from 5 million tons in 2001.
Accordingly, we implemented new cost reduction measures at
Freight Australia to mitigate the impact of the drought.
Notwithstanding the reduction in grain and assuming no prolonged
negative impact from higher fuel costs, we remain comfortable
with our previous 2003 earnings guidance of $.80 - $.85 per
share, including the results of Chile. However, we do expect
that the previously announced transportation contracts that
Freight Australia has entered into over the past six months,
along with potential new business and an anticipated rebound of
grain, offer significant upside opportunities for RailAmerica in
2004."

Michael J. Howe, RailAmerica's Senior Vice President & CFO,
said, "Overall, we made significant progress last year in
improving RailAmerica's fundamentals, including strengthening
our balance sheet and improving liquidity. The new financing of
our senior debt in May 2002 significantly lowered our cost of
debt, improved liquidity, enhanced free cash flow and resulted
in an improved credit rating. The ParkSierra and StatesRail
acquisitions, completed with approximately two-thirds equity,
resulted in a de-levering of the balance sheet. We will continue
to focus on generating free cash flow, earning in excess of our
cost of capital, managing risk, controlling costs and improving
our capital structure. In 2002, our after-tax return on invested
capital was 9.3%, compared to our weighted average cost of
capital of 7.0%. For 2003, we have hedged 35% of our projected
North American fuel consumption and all of our variable-rate
debt, including a blended average rate of 4.2% on our senior
debt.

"Our primary financial goal, as we announced earlier this year,
is to reduce our net debt-to-capital ratio to 50% by year-end
2004 through our $100 million asset rationalization plan. Our
$29 million of cash on hand at year-end 2002, coupled with our
$100 million unused revolving credit facility, provides
substantial liquidity to meet future business needs, including
continued repurchase of the Company's common stock in the open
market under its existing stock repurchase plan, and possible
selective, accretive acquisitions."

RailAmerica, Inc. (NYSE: RRA) is the world's largest short line
and regional railroad operator with 49 railroads operating over
12,800 miles in the United States, Canada, Australia and Chile.
In Australia and Argentina, an additional 4,300 miles are
operated under track access arrangements. The Company is a
member of the Russell 2000(R) Index. For more information, visit
the Company's Web site at http://www.railamerica.com  

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its long-term corporate credit rating on
RailAmerica Inc., citing the rail operator's improved financial
flexibility. The senior secured debt rating was raised to 'BB'
from 'BB-', and the subordinated debt rating was raised to 'B'
from 'B-'. Standard & Poor's also assigned its 'BB' rating to
$475 million in senior secured credit facilities issued by
RailAmerica Transportation Corp. and guaranteed by RailAmerica
Inc. Local and Foreign Currency Ratings are assigned at 'BB-'
and 'BB+' respectively. Ratings outlook is stable.

The rating actions reflected the company's successful expansion
of operations and improved financial profile. Nevertheless, debt
leverage remains elevated, in the 70% debt to capital area, and
management's active acquisition strategy carries potential for
additional debt financing.


ROGERS COMMS: Leverage Concerns Prompt S&P to Revise Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to
negative from stable on Rogers Communications Inc., and its
subsidiary, Rogers Cable Inc. At the same time, the ratings on
Rogers Communications, including its 'BB+' long-term corporate
credit rating, as well as the ratings on its subsidiaries, were
affirmed.

The outlook reflects Standard & Poor's concerns about Rogers
Communications' financial profile, particularly its leverage,
which is high for the rating. Lease-adjusted total debt to
EBITDA has increased to 5.9x in 2002 from 5.3x in 2001, largely
due to negative free cash flows as the company completes its
cable system upgrades.

"Although capital spending for Rogers Communications' cable
subsidiary is projected to decrease by about 20% in 2003 to
approximately C$520 million, it is not expected to generate
positive free cash flows until 2004 or 2005," said Standard &
Poor's credit analyst Barbara Komjathy. "As a result, debt
levels are expected to increase in the medium term, albeit
mitigated by continued EBITDA expansion."

"In addition, Standard & Poor's expected that Rogers
Communications would address concerns about its capital
structure in 2002," Ms. Komjathy added.

The ratings on Rogers Communications reflect the above-average
business position of its key cable television subsidiary, Rogers
Cable Inc., and the added business diversity provided by its
media subsidiary, Rogers Media Inc. These factors are offset by
Rogers Communications' aggressive financial profile as reflected
by a relatively heavy consolidated debt burden, negative free
cash flow generation, and ongoing losses associated with its
sports initiatives. The company's 55.8%-owned subsidiary, Rogers
Wireless Inc., is rated separately on a stand-alone basis. All
financial references to Rogers Communications exclude the impact
of Rogers Wireless Inc. (BB+/Stable/--).

Rogers Communications generated revenues of C$2.4 billion and
lease-adjusted EBITDA of C$608.3 million in 2002, and had C$3.6
million of lease-adjusted debt outstanding at the end of the
period.

The ratings on Rogers Communications and its cable subsidiary
could be lowered if the company fails to improve its credit
measures in 2003 to be more in line with the ratings category
through the reduction of total debt outstanding and/or expanding
EBITDA generation.


ROWECOM: Executes Pacts to Sell US Assets to EBSCO Industries
-------------------------------------------------------------
EBSCO Industries, Inc. (EBSCO), the global leader for the
delivery of integrated information systems and services, has
executed definitive agreements to acquire the U.S. operations of
RoweCom, Inc., which includes the operations of Dawson, Inc.,
Dawson Information Quest, Inc., The Faxon Company, Inc., Turner
Subscription Agency, Inc., McGregor Subscription Service, Inc.,
and Corporate Subscription Services, Inc.

The acquisition is contingent on, among other things, (1) U. S.
bankruptcy court approval, (2) successful closure by EBSCO of
its acquisition of RoweCom's European operations, and (3)
support of publishers representing at least 50 percent of the
aggregate monetary amount paid to RoweCom by customers which was
not subsequently forwarded on to publishers on behalf of these
customers.

U.S. bankruptcy court approval is expected by early April. EBSCO
expects to receive French regulatory approval and close the
RoweCom Europe acquisition in two to three weeks. The publisher
support contingency could be satisfied even sooner. Following is
a brief status of actions that have been taken and are underway
to secure support of publishers.

Between February 20th and 24th, letters were sent to all of the
publishers (approximately 25,000) with whom RoweCom has a
business relationship to solicit their support (participation).
When a publisher agrees to participate, they agree to fulfill
subscriptions to their publications for which a RoweCom customer
paid RoweCom, but for which the publisher did not receive
payment. In exchange for agreeing to send issues, publishers are
to receive the equivalent of the RoweCom customer's claim on the
bankrupt RoweCom estate to the extent of the value of the
subscriptions they have agreed to fulfill. To effect this
exchange and to receive the full benefit of said publisher
participation, library creditors of RoweCom should execute the
assignment of their claim to participating publishers. The
mechanics of how this works are more fully described in the next
paragraph and subsequent example.

Simultaneous to the publisher mailing, letters were also sent to
all U.S. customers of RoweCom U.S.A. The purpose of these
letters was to ascertain if a RoweCom customer who currently has
a claim against the bankrupt RoweCom estate (i.e., had paid
RoweCom for journal orders for which payment was never forwarded
to publishers) would agree to participate by assigning their
bankruptcy claims to publishers agreeing to participate. RoweCom
customers would only be agreeing to exchange their claim to the
extent publishers agree to fulfill issues.

EBSCO Industries, Inc., is a global corporation with sales,
service and manufacturing subsidiaries at work in 19 countries
around the world. EBSCO's business interests include information
management services, online and print journal subscription
services, online research databases, real estate development,
commercial printing and more. EBSCO, an acronym for Elton B.
Stephens Company, is based in Birmingham, Alabama and employs
4,000 people around the world. Additional information on EBSCO
Industries is available from http://www.ebscoind.com  

RoweCom, acquired by divine in November 2001, offers a wide
range of content sources and innovative technologies and
provides information specialists, particularly in the library,
with complete solutions serving all their information needs, in
print or electronic format.


SAKS INC: February 2003 Comparable Store Sales Decline 4.1%
-----------------------------------------------------------
Retailer Saks Incorporated (NYSE:SKS) reported that comparable
store sales for the four weeks ended March 1, 2003 compared to
the four weeks ended March 2, 2002 decreased 4.1% on a total
company basis. By segment, comparable store sales increased 1.2%
for SDSG and decreased 11.4% for SFAE for the month. Sales below
are in millions and represent sales from owned departments only.

February sales were negatively affected by winter snowstorms in
the Midwest and Northeast. Additionally, at SFAE there was a
promotional shift related to a deferral in the distribution of
annual gift card rewards for SaksFirst loyalty members this year
compared to last year. Redemption of the gift cards typically
generates incremental sales.

Merchandise categories with the best sales performances for SDSG
in February were private brand merchandise, women's special size
sportswear, accessories, soft home, shoes, and cosmetics.
Categories with softer sales performances for SDSG in February
were junior's apparel, women's moderate sportswear, and hard
home. Categories with the best sales performances for SFAE in
February were men's clothing, dress furnishings, and shoes;
cosmetics; fashion jewelry; and contemporary sportswear.
Categories and businesses with the softest performances for SFAE
in February were women's designer and bridge apparel, children's
apparel, and Saks Off 5th.

Saks Incorporated operates Saks Fifth Avenue Enterprises, which
consists of 60 Saks Fifth Avenue stores and 52 Saks Off 5th
stores. The Company also operates its Saks Department Store
Group (SDSG) with 244 department stores under the names of
Parisian, Proffitt's, McRae's, Younkers, Herberger's, Carson
Pirie Scott, Bergner's, and Boston Store.

                          *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings affirmed its 'BB+' rating of Saks Incorporated's $700
million bank facility and its 'BB-' rating of the company's
senior notes. Approximately $1.2 billion of senior notes are
affected by the action, which follows Saks' announcement that it
has agreed to sell its credit card receivables to Household
International. The Rating Outlook remains Negative.

The ratings reflect Saks' solid position within its markets
balanced against its weak operating results and high financial
leverage. Saks' operations have been pressured by soft apparel
sales and growing competition from specialty and discount
retailers.

Saks Incorporated's 8.25% bonds due 2008 (SKS08USR1) are trading
slightly below par at 96 cents-on-the-dollar, says DebtTraders.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=SKS08USR1
for real-time bond pricing.


SATCON TECHNOLOGY: Expands Supplier Pact with Leading Chip Maker
----------------------------------------------------------------
SatCon Technology Corporation(R) (Nasdaq: SATC), a leader in
power and energy management, has entered into an expanded global
supplier agreement with a leading chip equipment manufacturer.
This GSA will allow SatCon to expand its product offerings to
this company beyond the current supply agreement that is limited
to SatCon's proprietary silicon wafer manufacturing technology.

"We see this agreement as an opportunity to grow an already
strong relationship with an industry leader," said David
Eisenhaure, SatCon president and chief executive officer. "The
product that we currently provide this company has represented
strong revenues for our Power Systems business unit in the past
and with this GSA in place we are looking to expand that
relationship to include other products and systems such as power
supplies, controllers, servo-mechanisms and continuous quality
power systems such as our Rotary Uninterruptible Power Supply
while extending our relationship into the future."

SatCon Technology Corporation manufactures and sells critical
power products including power systems for distributed power
generation; power quality and factory automation; inverter
electronics from 5 kilowatts to 5 megawatts; power switches;
telecommunications electronics; and hybrid microcircuits for
industrial, medical, military and aerospace applications. SatCon
also develops advanced technology in digital power electronics,
high-efficiency machines and control systems for a variety of
defense applications with the strategy of transitioning those
technologies into multiyear production programs. For further
information, please visit the SatCon Web site at
http://www.satcon.com

                         *   *   *

The Company says it needs an immediate infusion of capital to
sustain its operations and it is endeavoring to raise capital
through a debt and equity financing transaction. However there
can be no assurance that it will be able to raise the required
capital. It is currently in default under its Loan and Security
Agreement, dated September 13, 2002, with Silicon Valley Bank
due to its failure to obtain additional capital and to maintain
adjusted tangible net worth, as defined. The Company entered
into a forbearance agreement with the Bank on December 19, 2002
which was extended until January 25, 2003 at which time it
expired. If the Bank decides not to fund Satcon's operations,
which it has the right to do, or if Satcon is unable to raise
additional capital in the immediate near term, it will be forced
to furlough or permanently lay off a significant portion of its
work force which will have a material adverse impact on Satcon
including its financial position and the results from
operations. Under these circumstances, the Company may not be
able to continue its operations. Further, without additional
cash resources, it may not be able to keep all or significant
portions of its operations going for a sufficient period of time
to enable it to sell all or portions of its assets or operations
at their market values.


SBC COMMS: California ISPs Call on PUC to Stop New SBC Fees
-----------------------------------------------------------
The California Internet Service Providers Association warned
that an upcoming vote by the California Public Utilities
Commission on a measure favored by SBC Communications would
bankrupt dozens of Internet service providers, raise Internet
rates for consumers and expose rural and outer suburban
consumers to much higher Internet bills.

The Commissioners are scheduled to vote on Thursday, March 13,
2003 on an interconnection agreement between SBC and Pac-West
Telecomm that would allow the Texas-based phone giant to charge
competitors new per-minute and per-mile fees. In this case, the
$40 million in "transport charges" would approximate one-third
of Pac-West's annual revenue, a debilitating blow to one of
SBC's rare facilities-based local competitors and a move that
would further restrict Internet access, especially for those
rural users with the fewest alternatives.

A neutral Administrative Law Judge issued a draft decision
striking down the new proposed fees, but they were re-inserted
in a recent "alternate" introduced by a Commissioner.

"This last minute assault from Pac Bell is simply awful for
ISPs, residential Internet users, and small businesses that
depend on the Internet," said Mike Jackman, CISPA's executive
director. "We urge the California PUC to 'stay the course,'
uphold the findings of its neutral judge and bring a dose of
badly needed regulatory certainty to the Internet sector."

CISPA also released a study by Yale Braunstein, a professor in
the School of Information Management and Systems at the
University of California at Berkeley, which showed that SBC's
proposed changes could cause dial-up Internet rates to rise more
than 30 percent, particularly in rural and outer suburban areas.
(A copy of the study can be made available for review by
contacting Mike Jackman at 415-388-3216).

Currently, competitive phone companies can serve the state from
a single location and Internet calls are treated as local. The
alternative to paying the per-minute, per-mile fee would be for
CLECs to install switching facilities, which can cost as much as
millions, in the hundreds of local calling areas in the state.
Professor Braunstein's analysis showed that such a set-up would
make it economically unfeasible for anyone but the local phone
giants to serve rural communities -- those areas that have fewer
then 50,000 potential customers and are more than 16 miles from
an installed switch.

SBC Communications Inc. -- http://www.sbc.com-- is one of the  
world's leading data, voice and Internet services providers.
Through its world-class networks, SBC companies provide a full
range of voice, data, networking and e-business services, as
well as directory advertising and publishing. A Fortune 30
company, America's leading provider of high- speed DSL Internet
Access services, and one of the nation's leading Internet
Service Providers, SBC companies currently serve 58 million
access lines nationwide. In addition, SBC companies own 60
percent of America's second-largest wireless company, Cingular
Wireless, which serves more than 22 million wireless customers.
Internationally, SBC companies have telecommunications
investments in 25 countries.

At September 30, 2002, SBC Communications' balance sheet shows a
working capital deficit of about $7 billion.


SEDONA CORP: Appoints Victoria V. Looney to Board of Directors
--------------------------------------------------------------
SEDONA(R) Corporation (OTC:SDNA) -- http://www.sedonacorp.com--  
the leading provider of Internet-based Customer Relationship
Management solutions for small and mid-sized financial services
companies, announced that Victoria V. Looney has been appointed
to its Board of Directors.

Ms. Looney fills a Board seat recently vacated by the
resignation of R. Barry Borden.

Vicki Looney is President and Co-founder of COPY.doc, D.C., LLC,
a privately held secure document management firm providing
business services to corporate, government and law firm clients.

Prior to founding COPY.doc in 2001, Ms. Looney was Vice
President of Sales for GroupSystems.com, and earlier held
positions with IDCertify, Inc. as Vice President of Business
Development, Dakotah Direct (a unit of Genesis Teleserv
Corporation) as its Vice President of Sales & Marketing, EDS, as
Director, Global Development, and CITICORP Information
Management Services, as an Executive Sales Manager.

She is a graduate of The School of International Service,
College of Public and International Affairs, of The American
University, Washington, DC, where she received Baccalaureate in
International Studies.

"We are indeed pleased to have Vicki Looney join the SEDONA
Board of Directors," said Marco Emrich, CEO and a Director of
SEDONA. "Her knowledge and experience in the software and
information services industry will prove to be valuable to our
Company. Ms. Looney's recommendation to the board comes as a
result of our new funding which further highlights the overall
positive effect and new direction for SEDONA.

Vicki Looney stated that, "I am delighted to be joining the
Board of SEDONA. Having already dedicated considerable time and
effort to better understand SEDONA's business and its tireless
commitment to innovative software product development, I believe
that the Company is gaining impressive momentum. With the team's
continued focus and hard work, SEDONA will not only secure its
leadership position in the financial services market, but will
also be well positioned to penetrate additional new vertical
segments to further its growth and revenue opportunities."

SEDONA(R) Corporation (OTC:SDNA) is a leading technology and
services provider that delivers Customer Relationship Management
solutions specifically tailored for small and mid-sized
financial services businesses such as community banks, credit
unions, insurance companies, and brokerage firms. By using
SEDONA's CRM solutions, financial institutions can effectively
identify, acquire, foster, and retain loyal, profitable
customers.

Leveraging SEDONA's CRM solution, leading financial services
solution providers such as Fiserv, Inc., Open Solutions Inc.,
COCC, Financial Services Inc. (FSI), Sanchez Computer
Associates, Inc., and AIG Technologies, Inc. offer best-in-
market CRM to their own clients and prospects. SEDONA
Corporation is an Advanced Level Business Partner of IBM
Corporation.

For additional information, visit the SEDONA Web site at
http://www.sedonacorp.com

As previously reported in the November 22, 2002 edition of
Troubled Company Reporter, SEDONA(R) said it was aggressively
pursuing several alternatives and anticipates this concern will
be resolved. If such funding did not become available on a
timely basis, however, the Board would explore additional
alternatives to preserving value for its creditors and
stockholders which might include a sale of all or part of the
Company or a reorganization or liquidation of the Company.


SYSTEMONE TECHNOLOGIES: Extends Hansa Loan Pact to May 30, 2005
---------------------------------------------------------------
SystemOne Technologies Inc. (OTC Bulletin Board: STEK) and Hansa
Finance Limited Liability Company, the lender under the
Company's Revolving Credit Loan Agreement dated November 30,
2000 have amended the agreement effective February 15, 2003.  
The amendment extends the maturity date of the revolving credit
loan issued thereunder from May 30, 2003 to May 30, 2005.

Paul I. Mansur, the Company's Chief Executive Officer, stated
that, "The extension of the maturity date of the Company's
senior revolver together with the completion of the exchange of
the Company's outstanding indebtedness which was completed in
December 2002, significantly improve the Company's financial
position and financial flexibility."

Founded in 1990, the Company designs, manufactures, sells and
supports a full range of self-contained, recycling industrial
parts washing products for use in the automotive, aviation,
marine and general industrial markets.  The Company has been
awarded eleven patents for its products which incorporate
innovative, proprietary resource recovery and waste minimization
technologies. The Company is headquartered in Miami, Florida.
    
At September 30, 2002, SystemOne Technologies Inc.'s balance
sheet posts a working capital deficit of about $29 million and a
total shareholders equity deficit of about $42 million.


TEXAS COMMERCIAL ENERGY: Files Chapter 11 Petition in S.D. Texas
----------------------------------------------------------------
Texas Commercial Energy has filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
Texas-Corpus Christi. Due to the significantly higher volatility
and uncertainty in the Texas wholesale power supply market
during the first part of 2003, TCE determined that it was
necessary to take this action in order to preclude creditor
action likely to adversely affect service to its customers.

TCE has been working diligently with the Public Utility
Commission of Texas and Electric Reliability Council of Texas
over the past week to minimize customer impact created by this
course of action. TCE continues to support the PUCT'S
investigative efforts unveiled Tuesday in a public report filed
by Parviz Adib, Division Director for Market Oversight in
response to a formal inquiry that has been launched by the PUCT
into price spikes

"The decision to file for bankruptcy protection was difficult,
but we feel it represents the most viable approach for our
business. Our objective is to move through the Chapter 11
reorganization process as quickly possible without disruption to
our operations or inconvenience to our customers. We remain
committed to providing a high level of service to our
customers," stated Scott Hart, president of TCE. "The company is
in active discussions with leading financial lending
institutions and major energy companies to provide the credit
facilities necessary to support its business plan.

"While uncertainty during the past few weeks has created
challenges for TCE, we are taking the steps announced today to
stabilize our business, maintain the confidence of our
suppliers, and enhance our ability to compete in the ERCOT
market," says Hart. "We also continue to work with the PUCT and
ERCOT to understand the events of the past several weeks."

Texas Commercial Energy is a Retail Electric Provider serving
business and industrial customers throughout Texas that was
launched in January 2002 in response to deregulation of Texas
energy markets.


TEXAS COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Texas Commercial Energy, LLC
        615 North Upper Broadway, Suite 624
        Corpus Christi, TX 78477
        aka Hino Energy Services Company

Bankruptcy Case No.: 03-20366

Type of Business: The Debtor is a retail electric provider.

Chapter 11 Petition Date: March 6, 2003

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Harlin C Womble, Jr, Esq.
                  Jordan Hyden Womble and Culbreth, PC
                  500 N Shoreline Blvd
                  Suite 900
                  Corpus Christi, TX 78471
                  Tel: 361-884-5678
                  Fax : 361-888-5555

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ercot                       Goods and/or Services   $5,848,421
7620 Metro Center Drive
Austin, TX 78744-1654
Ercot

Central Power & Light       Goods and/or Services   $2,794,822
American Electric Power
700 Morrison Road
Gahana, OH 43230

TXU Electric                Goods and/or Services   $1,844,235
P.O. Box 660476
Dallas, TX 75266

Texas Comptroller of Public Sales Taxes             $1,260,182
Accounts
111 E. 17th Street
Austin, TX 78744-0100

Reliant Energy              Goods and/or Services     $828,779
P.O. Box 1700
Houston, TX 77251-1700

Texas Comptroller of Public Gross Receipts Tax        $853,113
Accounts
111 E. 17th Street
Austin, TX 78744-0100

Public Utilities Commission PUC Assessment            $159,231

TNMP                        Goods and/or Services     $112,772
P.O. Box 2943
Fort Worth, TX 76109

Viterra Energy Services     Goods and/or Services      $87,059

West Texas Utilities        Goods and/or Services      $73,612
American Electric Power

Bob Lilly Professional      Goods and/or Services      $40,464
Promotions

Alliance Data Systems       Goods and/or Services      $66,039

ADP Total Source            Goods and/or Services   $30,832

PC Connection               Goods and/or Services      $12,630

The 10x Group, L.P.         Goods and/or Services       $3,247

GDRA                        Goods and/or Services       $3,000

Tom J. Hancock              Goods and/or Services       $2,500

Bryan Texas Utilities       Goods and/or Services       $2,600

Prime Office Products       Goods and/or Services       $1,665

CDW                         Goods and/or Services         $863


TRANSCARE: Taps Jackson Lewis as Employment Litigation Counsel
--------------------------------------------------------------
TransCare Corporation and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Jackson Lewis LLP as special
employment and employment litigation counsel.

Prior to the Petition Date, Jackson Lewis represented certain of
the Debtors in various employment matters which arose in the
ordinary course of business. In addition, Jackson Lewis
currently is counsel with regard to a charge of discrimination
filed with the Equal Employment Opportunity Commission, which
matter currently is pending.

Jackson Lewis is approved by the insurer as "defense panel
counsel."  TransCare is responsible for a deductible of $100,000
per covered claim, including defense costs, all subject to and
defined by the terms of the Policy. The Debtors now desire to
continue to employ Jackson Lewis to handle the EEOC Complaint,
as well as other employment and employment litigation matters
when consistent with the Policy.

The Debtors are confident that Jackson Lewis' attorneys have
extensive experience and knowledge in the field of employment
law exclusively representing management in workplace law,
including employment litigation. Accordingly, the Debtors
believe that Jackson Lewis is well qualified to represent them
in these matters.

Jackson Lewis will bill the Debtors in its special hourly rate
of:

          partners             $215 per hour
          associates           $190 per hour
          paralegals           $75 per hour

TransCare, a privately held corporation, is one of the largest
privately owned providers of ambulance and ambulette services in
the United States, providing both emergency and non-emergency
services, primarily on a fee-for-service basis. The Company
filed for chapter 11 protection on September 9, 2002 (Bankr.
S.D.N.Y. Case No. 02-14385).  Matthew Allen Feldman, Esq., at
Willkie Farr & Gallagher represents the Debtors in their
restructuring efforts. When the Debtors sought protection from
its creditors, it listed an estimated assets of $10 million to
$50 million and debts of over $100 million.


TRIANGLE INDUSTRIES: All Proofs of Claim Due by May 8, 2003
-----------------------------------------------------------
On August 4, 1997, the SEC filed a civil action against seven
foreign nationals and two foreign entities alleging insider
trading in the securities of Triangle Industries, Inc. shortly
before a November 21, 1988 tender offer by Pechiney Corporation.
The SEC reached settlements with several of the defendants,
collecting approximately $6.5 million.

The U.S. Bankruptcy Court for the Southern District of New York
ordered that a disgorgement fund be established to distribute
monies to investors harmed by the illegal trading in Triangle
Industries stock. Under the Court's Order, investors who sold
the common stock of Triangle Industries during the trading
period August 18, 1988, through November 21, 1988, may be
eligible for a disbursement from the fund.

The Court has appointed Susan E. Brune as the Receiver of the
fund. Ms. Brune has sent proof of claim forms to potential
claimants. To participate in any possible distribution,
claimants must have their claim forms (including relevant
documentation) postmarked no later than May 8, 2003.

If you believe you may qualify under the Court's Order but have
not received a claim form, you should contact the Receiver at:

            Susan E. Brune
            Brune & Richard LLP
            26 Broadway, 20th Floor
            New York, NY 10004
            Phone: (212) 668-1900
            Fax: (212) 668-0315
            Email: triangle@bruneandrichard.com


TRINITY INDUSTRIES: Narrows Fourth Quarter Net Loss to $11 Mill.
----------------------------------------------------------------
Trinity Industries, Inc., (NYSE: TRN) reported financial results
for the three months and year ended December 31, 2002.

For the year ended December 31, 2002, the company reported a net
loss of $19.6 million on revenues of $1.5 billion. This compares
with a net loss (including unusual charges discussed below) of
$74.4 million on revenues of $1.8 billion for 2001.

For the quarter ended December 31, 2002, the company reported a
net loss of $11.5 million on revenues of $349 million. This
compares with a net loss of $52.2 million on revenues of $507.3
million in the same quarter of 2001.

In the year and quarter ended December 31, 2001, the company
recorded pretax charges of $122.2 million and $66.4 million,
respectively ($2.25 per share and $1.30 per share after tax for
the year and quarter, respectively), related to restructuring
the Rail Group in connection with the Thrall merger and the down
cycle in the North American railcar industry and other matters.

"While I am not pleased with a net loss for the year, I am
pleased with the progress we have made in positioning ourselves
for the eventual upturn in railcar demand and in managing
through the current business cycle," said Timothy R. Wallace,
Trinity's Chairman, President and CEO.

"During this economic downturn, we have been able to reduce
costs, improve our products and processes, eliminate
unprofitable products, and increase the focus on our customers,"
added Wallace. "At the same time, we have reduced our investment
in inventory and accounts receivable by $88 million and secured
new long-term financing arrangements to support the growth in
our lease fleet at a time when new credit was very tight."

"Industry railcar demand in North America has improved over the
last two quarters and our market share of new orders was about
45% in the fourth quarter. Industry orders for railcars in North
America have been at a healthy pace the last two quarters and,
if they are sustained at this level over a longer period, it
should bode well for us and our industry. With the investment we
have made in our lease fleet, our Railcar Leasing and Management
Services Group continues to contribute stable earnings," said
Wallace.

Trinity Industries, Inc., with headquarters in Dallas, Texas, is
one of the nation's leading diversified industrial companies.
Trinity reports five principal business segments: the Trinity
Rail Group, Trinity Railcar Leasing and Management Services
Group, the Inland Barge Group, the Construction Products Group,
and the Industrial Products Group. Trinity's Web site may be
accessed at http://www.trin.net

                         *    *    *

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary triple-'B'-minus senior unsecured debt
rating and its preliminary double-'B'-plus subordinated debt
rating to Trinity Industries Inc.'s $150 million shelf
registration.

At the same time, Standard & Poor's affirmed its triple-'B'-
minus corporate credit rating on the general industrial
manufacturer. The outlook remains negative.


TYCO INT'L: Names Robert Ott & Richard Baran to 2 Key Positions
---------------------------------------------------------------    
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI)
announced the appointments of Robert J. Ott as Vice President
Corporate Audit and of Richard L. Baran as the Company's new
Corporate Ombudsman.  Both these positions will report directly
to the Audit Committee of the Board of Directors.

Mr. Ott will be responsible for overseeing all aspects of the
Tyco's internal audit program, including developing an audit
plan, managing and executing audits, and recommending
improvements to internal controls and operating processes.  To
that end, he will bring a systematic, disciplined approach to
evaluating and improving controllership, and perform audits to
determine the reliability and integrity of financial information
and compliance with policies.

As Corporate Ombudsman, Mr. Baran will act as an impartial,
confidential and independent source in addressing and resolving
any concerns about Tyco's operations and management from various
sources, including employees, customers, suppliers, and the
financial and regulatory communities.  To further bolster the
effectiveness of the Ombudsman, the Company has established a
confidential toll free number that these sources can use to
report their concerns to the Ombudsman.

Ed Breen, Tyco Chairman and CEO, said: "Good corporate
governance does not result from a single appointment at the top
of the management pyramid.  It takes a concerted effort
throughout the organization and clear lines of responsibility
for instituting and maintaining the highest standards.  The
assignment of these two respected, experienced executives will
further strengthen the team that we are establishing to ensure
that Tyco is known throughout the financial community for best
practices in the area of corporate governance."

Jerry York, Chairman of the Audit Committee of the Board of
Directors, said, "Bob Ott and Rick Baran have the right
background and the necessary personal integrity for these
sensitive positions and I know they will help us build the
credibility of this company.  Tyco's decision to significantly
reinforce their independence by having both men report to the
Audit Committee of the Board rather than to senior management
reflects Tyco's commitment to strengthen corporate governance
infrastructure and to institute strict oversight throughout the
company.  As far as I know, this practice is unique to Tyco, but
I believe it should become an industry standard."

Since August 2002, Mr. Ott has been Tyco's Vice President of
Finance-Corporate Governance, responsible for coordinating the
second phase of the Company's internal investigation into the
conduct of Tyco's previous management, as well as performing an
assessment of business controls throughout the corporation.  
Prior to his Tyco appointment, Robert Ott was Chief Financial
Officer of Multiplex, Inc.  Before that, he held senior
financial positions at SourceAlliance, Motorola, General
Instrument, and Deloitte & Touche.  Mr. Ott is a Certified
Public Accountant and holds a Bachelor's degree in accounting
from the University of Notre Dame.

Richard Baran comes to Tyco from General Electric, where he was
most recently Manager Finance, Global Sourcing for GE Power
Systems.  Since 1993, he has held a variety of financial
management positions at a number of General Electric divisions,
including GE Energy Services, GE Hydro, Power Plant Systems,
Corporate Environmental Programs and the Plastics Division.  Mr.
Baran holds a Master's degree in Business Administration and a
law degree from the University of Connecticut and earned his
Bachelor's degree in Business Administration from the University
of Massachusetts.
    
Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.

Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.   


UNIROYAL TECH: Retirees Committee Hires Ferry Joseph as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to a request by Official Committee of Retirees
of Uniroyal Technology Corporation to bring-in Ferry, Joseph &
Pearce, P.A. as counsel, nunc pro tunc to December 6, 2002.

Ferry Joseph will represent the Committee as local counsel in
these proceedings, and perform the necessary legal services for
the Committee.  Ferry Joseph will work closely with the firm of
Leone Halpin & Konopinski, LLP and will divide tasks and
responsibilities to avoid rendering unnecessary and duplicative
services.

Ferry Joseph will be paid on an hourly basis:

          Partners            $200 to $325 per hour
          Associates          $130 to $185 per hour
          Paralegals          $ 80 per hour

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products.  The
Company filed for chapter 11 protection on August 25, 2002
(Bankr. Del. Case No. 02-12471).  Eric Michael Sutty, Esq., and
Jeffrey M. Schlerf, Esq., at The Bayard Firm represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed $85,842,000 in
assets and $68,676,000 in debts.


UNITED AIRLINES: Air Wisconsin Demands Prompt Decision on Pacts
---------------------------------------------------------------
Air Wisconsin Airlines asks the Court to compel United Airlines
to assume or reject, no later than March 25, 2003, their
agreement for air transportation services.

Air Wisconsin demands compensation for all its postpetition
services provided under the United Express Agreement, at
previously stipulated rates.

In the fall of 2000, United obtained the right under its
collective bargaining agreement with its pilots to dramatically
increase the number of regional jets flown by its United Express
partners, including Air Wisconsin.  United proposed that Air
Wisconsin expand its fleet of 50-seat regional jets from nine to
60, which United would agree to schedule into service at
specified contractual rates.  Air Wisconsin agreed and the
parties renegotiated their existing agreement.

To fulfill its obligations, Air Wisconsin negotiated an aircraft
purchase agreement with Bombardier, a regional jet manufacturer.
Air Wisconsin made a firm commitment to accept delivery of 51
aircraft, all of which were designated for the United Express
Agreement.  Each aircraft costs over $18,000,000.

Jeff J. Marwil, Esq., at Jenner & Block, in Chicago, tells Judge
Wedoff that Air Wisconsin is faced with substantial commitments
to expand its fleet that would be unnecessary and potentially
disastrous if the Debtors reject the Agreement.  The longer the
Debtors wait, the more aircraft Air Wisconsin will take delivery
of and the more dire the financial consequences of rejection.
Additionally, under the Agreement, Air Wisconsin must give
United notice of the number of aircraft available for each
calendar quarter.  Once Air Wisconsin notifies United of the
size of its available fleet, the Agreement requires that number
of aircraft be available so United does not schedule flights for
planes that cannot be utilized.  Thus, no later than April 1,
2003, Air Wisconsin must make this disclosure to United.  Air
Wisconsin will face the same dilemma at the end of the third and
fourth quarters of this year.

Mr. Marwil says that if United timely rejects the Agreement, Air
Wisconsin can renegotiate aircraft delivery with Bombardier to
mitigate damages.  If United assumes the Agreement, Air
Wisconsin can accept delivery of the aircraft in an orderly
fashion and take advantage of favorable financing to generate
maximum profit. Making this decision should not place undue
hardship on the Debtors, Mr. Marwil asserts. (United Airlines
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

DebtTraders reports that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading at about 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.


US AIRWAYS: Revenue Passenger Miles Drop 15.8% in February 2003
---------------------------------------------------------------
US Airways reported its February 2003 passenger traffic.

Revenue passenger miles for February 2003 decreased 15.8 percent
on 15.8 percent less capacity compared to February 2002. The
passenger load factor for the month was 67.1 percent, no change
from February 2002.

For the first two months of 2003, revenue passenger miles
decreased 12.6 percent on 14.0 percent less capacity compared to
the first two months of 2002. The passenger load factor for the
period was 64.5 percent, a 1 percentage point increase compared
to the same period in 2002.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc.
-- reported an 11.6 percent decrease in revenue passenger miles
for the month of February on 15.6 percent less capacity. The
passenger load factor was 51.0 percent, a 2.3 percentage point
increase compared to February 2002.

For the first two months of 2003, Allegheny Airlines, Inc.,
Piedmont Airlines, Inc., and PSA, Inc. reported a 7.9 percent
decrease in revenue passenger miles on 9.9 percent less
capacity. The passenger load factor was 46.9 percent, a 1.0
percentage point increase compared to the first two months of
2002.

US Airways ended the month by completing 94.1 percent of its
scheduled flights.

"The month of February proved extremely difficult from an
operational perspective as we faced unusually harsh winter
conditions throughout the East," said US Airways President and
Chief Executive Officer David Siegel. "The dedication and
professionalism of our employees lessened the impact of these
storms and enabled US Airways to return to normal operations in
a short amount of time."

System mainline passenger unit revenue for February 2003 is
expected to decrease between 1.5 percent to 2.5 percent compared
to February 2002.

Bankruptcy law does not permit solicitation of votes on a
reorganization plan until the Bankruptcy Court approves the
applicable disclosure statement relating to the reorganization
plan as providing adequate information of a kind, and in
sufficient detail, as far as is reasonably practicable in light
of the nature and history of the debtor and the condition of the
debtor's books and records, that would enable a hypothetical
reasonable investor typical of the holder of claims or interests
of the relevant class to make an informed judgment about the
plan. On Jan. 17, 2003, the Bankruptcy Court approved the
company's Disclosure Statement with respect to its First Amended
Plan of Reorganization (Amended Plan) and authorized a balloting
and solicitation process that commenced on Jan. 31, 2003, and
will conclude on March 10, 2003. A hearing on confirmation of
the Amended Plan is scheduled to commence in the Bankruptcy
Court on March 18, 2003. Persons who are entitled to vote on the
Amended Plan should obtain and read the Bankruptcy Court
approved Disclosure Statement prior to voting to accept or
reject the Amended Plan. The company will emerge from Chapter 11
if and when the Amended Plan receives the requisite creditor
approvals and is confirmed by the Bankruptcy Court.


WHEELING-PITTSBURGH: Settles Claims Dispute with Interstate Gas
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. asks Judge Bodoh to approve the
settlement of all pre- and post-petition claims that WPSC and
Interstate Gas Supply, Inc., have against each other.

ISG was a supplier of natural gas to WPSC prior to the Petition
Date. In December 2000, IGS filed an adversary proceeding
captioned "Interstate Gas Supply Inc. v. Columbia Gas of Ohio
and Wheel-Pittsburgh Steel Corporation" arising from a contract
dispute for the supply of natural gas from IGS to WPSC and
payment by WPSC for that natural gas.  WPSC counterclaimed,
seeking damages for IGS's failure to supply natural gas during
the latter half of November 2000 and during the month of
December 2000.

Most recently, Judge Bodoh has signed an order denying in part
and granting in part WPSC's motion for summary judgment on its
counterclaim, and awarded WPSC $84,595.68 as damages for IGS's
failure to deliver natural gas during the month of November
2000.  In a subsequent and separate order, Judge Bodoh awarded
WPSC damages for the month of December 2000 in the amount of
$1,028,449.80.  Together with the earlier order, the damages
awarded to WPSC total $1,113,045.48. Immediately after entry of
the second order, IGS filed a notice of appeal.

During the 90-day prepetition period, WPSC delivered payments to
IGS by check, wire transfer and other means, and in November
2002, WPSC brought a preference suit against IGS to avoid and
recover these transfers.  IGS asserts that it has valid defenses
to this action.

After arm's length negotiations over the course of several days,
WPSC and IGS have negotiated a proposed settlement of the Supply
Contract Litigation, IGS's appeal of the Supply Contract
Litigation, the Preference Action, and any other claims, causes
of action and rights which WPSC and IGS may have against each
other.

                        The Settlement

        (1) IGS will pay WPSC $1,100,000 by wire transfer to
            WPSC's account before the close of business on the
            day the Court enters an order approving the
            settlement;
        (2) IGS will have an allowed general unsecured claim
            against WPSC in WPSC's chapter 11 case in the
            amount of $1,551,830.66;
        (3) The parties will enter an agreed dismissal, with
            prejudice, of all claims and counterclaims
            asserted in the Supply Contract Litigation and
            the Preference Action.

It is the intent of the parties that the Settlement Agreement
will resolve all disputes and release all claims, causes of
action and rights that the parties may have against each other,
except for claims relating to the enforcement of the terms of
the settlement itself.

Relieved to remove the appeal and litigation from the docket of
this case, Judge Bodoh promptly approves this settlement.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WORLDCOM: Taxpayer Group Urges SEC Chairman to Reconsider Action
----------------------------------------------------------------
Citizens Against Government Waste today urged Securities and
Exchange Commission Chairman William Donaldson to show he is
tough on corporate crime by levying an appropriate monetary
penalty on WorldCom.

In a letter sent to Donaldson Tuesday, CAGW President Tom Schatz
said, "Unfortunately, on the issue of WorldCom, the SEC failed
to set a firm but fair example for the financial community."
Schatz suggested focusing on the penalty phase of the settlement
with WorldCom, "the largest corporate criminal in U.S. history,"
which "misstated earnings by more than $9 billion while
investors lost more than $150 billion."

The attached letter further stated, "Our concern about WorldCom
arises from the fact that it continues to receive federal
contracts even while private industry has opted to do business
with more stable telecommunications firms. WorldCom appears to
be receiving undo support from the federal government at the
expense of taxpayers. If private industry operating on free
market principles opts not to do business with WorldCom, why
does the federal government continue to award the company
lucrative contracts?"

While a financial penalty against WorldCom has yet to be
determined, the partial settlement reached on November 26, 2002,
noted that the final amount, if any, would be influenced by
WorldCom's behavior. Schatz pointed out in his letter that
WorldCom misled the public about its financial condition in its
September to November multi-million ad campaign. Schatz cited a
January 30 New York Times article which "reveals that these
WorldCom ad statements are optimistic fabrications at best, and
a recurring deceit at worst. In either case, WorldCom has again
displayed unacceptable behavior -- it cannot be trusted to
convey to the American public truthful and honest information
about its financial situation."

Schatz concluded by urging Donaldson to "put taxpayers' money to
good use and take any and all necessary action against WorldCom
in order to restore confidence in our financial markets by
demonstrating that costly corporate crimes will be appropriately
punished."

Citizens Against Government Waste is a nonpartisan, nonprofit
organization dedicated to eliminating waste, fraud,
mismanagement and abuse in government.

The complete text of the letter follows:

Citizens Against Government Waste -- a non-profit organization
representing more than one-million people working to eliminate
waste, mismanagement, and inefficiency in the federal government
-- would like to welcome you as the new Chairman of the
Securities and Exchange Commission. Your background and
experience should enhance the SEC's mission of protecting
investors, maintaining corporate accountability, and prosecuting
violators of the nation's securities laws.

In the wake of the WorldCom, Enron and Arthur Andersen scandals,
the SEC faces numerous hurdles in establishing and enforcing
rules that will restore investor confidence in U.S. financial
markets. Ensuring that companies involved in fraud are held
accountable is a critical part of the SEC's mission. Swift and
decisive action will send a clear message that the SEC is under
new leadership and will not tolerate criminal activity.

Unfortunately, on the issue of WorldCom, the SEC failed to set a
firm but fair example for the financial community. WorldCom --
the largest corporate criminal in U.S. history -- misstated
earnings by more than $9 billion while investors lost more than
$150 billion.

On Nov. 26, 2002 (Litigation Release 17866), the SEC deferred
final judgment on WorldCom, stating, "The judgment further
provides that the amount of the civil penalty, if any, to be
paid by WorldCom shall be determined by the Court in light of
all the relevant facts and circumstances, following a hearing.
At that hearing, the issues will be limited to determining the
appropriateness and amount of any such civil penalty, WorldCom
will be precluded from arguing that it did not violate the
federal securities laws as alleged in the Commission's amended
complaint, and the allegations of the complaint will be accepted
as true by the Court."

To the public, it appears that heavy fines have been imposed on
other companies that engaged in less serious activities, such as
Xerox, Arthur Andersen and Dynegy, while WorldCom seems to
operate with impunity. There are several reasons for this
conclusion.

First, WorldCom continues to receive lucrative federal contracts
at taxpayer expense while private industry has opted to do
business with more stable telecommunications firms. In December
2002, CAGW sent a letter to the U.S. General Services
Administration requesting that WorldCom be debarred from the
federal contract process. Unfortunately, GSA opted to continue
its relationship with WorldCom through January of 2004, while
relying on the SEC or the U.S. Department of Justice to make a
determination in the WorldCom case.

Second, it appears WorldCom is still misstating its financial
position. On January 30, 2003, the New York Times reported that
net monthly gains in new business at five key WorldCom sales
divisions fell sharply after WorldCom filed for bankruptcy in
July 2002. Specifically, the net value of new business in these
divisions declined to $8.5 million in July, $6 million in
September, and $3 million in November. The Times noted "a sharp
drop in the acquisition of new contracts even as cancellations
remained fairly constant."

This information directly contradicts the multi-million dollar
public relations campaign run by WorldCom in its "WorldCom Wants
You to Know" campaign from September to November 2002. In its
"Customer Commitment" ad, WorldCom noted "customer renewals and
contract extensions are ahead of historic levels ... since July
we have acquired hundreds of new accounts ... " In its "Recent
Wins" ad, WorldCom stated "Of course a business can't thrive on
customer retention alone. It must earn new customers. Here
again, WorldCom has exceeded expectations. We continue to be
chosen over our closet competitors for both corporate and
government contracts. Specifically, since July, we have acquired
hundreds of brand new accounts worth tens of millions in annual
revenue."

The Times article reveals that these WorldCom ad statements are
optimistic fabrications at best and a recurring deceit at worst.
In either case, WorldCom has again displayed unacceptable
behavior. The company cannot be trusted to convey to the
American public truthful and honest information about its
financial situation.

On behalf of the one million members and supporters of CAGW, as
well as those damaged by WorldCom's bankruptcy, I respectfully
request that you commission a new investigation and hearing into
these new WorldCom misstatements, and that you take them into
account in considering levying an appropriate fine during the
next stage of the settlement with the company. Mr. Donaldson,
President Bush has called for an increase in the budget for the
SEC including money for enforcement. We hope that you will put
taxpayers' money to good use and take any and all necessary
action against WorldCom in order to restore confidence in our
financial markets by demonstrating that costly corporate crimes
will be appropriately punished.


BOOK REVIEW: PANIC ON WALL STREET: A History Of America's
             Financial Disasters
---------------------------------------------------------
Author:      Robert Sobel
Publisher:   Beard Books
Softcover:   469 Pages
List Price:  $34.95
Review by:   Gail Owens Hoelscher

"Mere anarchy is loosed upon the world, the blood-dimmed tide is
loosed, and everywhere the ceremony of innocence is drowned; the
best lack all conviction, while the worst are full of passionate
intensity."

What a terrific quote to find at the beginning of a book on a
financial catastrophe! First published in 1968. Panic on Wall
Street covers 12 of the most painful episodes in American
financial history between 1768 and 1962. Author Robert Sobel
chose these particular cases, among a dozen or so others, to
demonstrate the complexity and array of settings that have led
to financial panics, and to show that we can only make ;the
vaguest generalizations" about financial panic as a phenomenon.
In his view, these 12 all had a great impact on Americans of the
time, "they were dramatic, and drama is present in most
important events in history." They had been neglected by other
fiancial historians. They are:

       William Duer Panic, 1792
       Crisis of Jacksonian Fiannces, 1837
       Western Blizzard, 1857
       Post-Civil War Panic, 1865-69
       Crisis of the Gilded Age, 1873
       Grant's Last Panic, 1884
       Grover Cleveland and the Ordeal of 183-95
       Northern Pacific Corner, 1901
       The Knickerbocker Trust Panic, 1907
       Europe  Goes to War, 1914
       Great Crash, 1929
       Kennedy Slide, 1962

Sobel tells us there is no universally accepted definition if
financial panic. He quotes William Graham Sumner, who died long
before the Great Crash of 1929, describing a panic as ".a wave
of emotion, apprehension, alarm. It is more or less irrational.
It is superinduced upon a crisis, which is real and inevitable,
but it exaggerates, conjures up possibilities, take away courage
and energy."

Sobel could find no "law of panics" which might allow us to
predict them, but notes their common characteristics. Most occur
during periods of optimism ("irrational exuberance?"). Most
arise as "moments of truth," after periods of self-deception,
when players not only suddenly recognize the magnitude of their
problems, but are also stunned at their inability to solve them.
He also notes that strong financial leaders may prove a
mitigating factor, citing Vanderbilt and J.P. Morgan.

Sobel concludes by saying that although financial panics have
proven as devastating in some ways as war, and while much
research has been carried out on war and its causes, little
research has been done on financial panics. Panics on Wall
Street stands as a solid foundation for later research on the
topic.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.  
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***